tickdelta
Sign in

Tickdelta is free for now. Sign up and get Pro free

← Screener

FITBFifth Third Bancorp

Financials · Banks · NYSE
Compare with peers → Embed
The 10-K against last year's

416 changes: 38 added, 52 removed, 322 reworded, 4 quiet changes

10-K Feb 24, 2026 vs Feb 24, 2025
Risk FactorsRedline ↓
36.6%
of the text changed · 11,776 words now
16.8%
of the text changed · 31,686 words now
Legal ProceedingsRedline ↓
28.5%
of the text changed · 1,882 words now
Accounting PoliciesRedline ↓
13.3%
of the text changed · 12,112 words now

10-K 0000035527-26-000124 (2026-02-24) vs 10-K 0000035527-25-000079 (2025-02-24)

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Risk Factors 315 words changed in this paragraph; it is 45% similar to last year's version.
Fifth Third’s income and cash flows depend to a great extent on the difference between the interest rates earned on interest-earning assets such as loans and investment securities and the interest rates paid on interest-bearing liabilities such as deposits and borrowings. These rates are highly sensitive to many factors that are beyond Fifth Third’s control, including general economic conditions in the U.S. or abroad and the policies of various governmental and regulatory agencies (in particular, the FRB). Changes in monetary policy, including changes in interest rates and inflation, could influence the origination of loans, the prepayment speed of loans, the purchase of investments, the generation of deposits and the rates received on loans and investment securities and paid on deposits or other sources of funding as well as customers’ ability to repay loans. For example, a tightening of the money supply by the FRB could reduce the demand for a borrower’s products and services. This could adversely affect the borrower’s earnings and ability to repay a loan, which could have a material adverse effect on Fifth Third’s financial condition and results of operations. The impact of these changes may be magnified if Fifth Third does not effectively manage the relative sensitivity of its assets and liabilities to changes in market interest rates. Fluctuations in these areas may adversely affect Fifth Third, its customers and its shareholders. Throughout 2022 and 2023, the Federal Reserve raised the federal funds rate to between 5.25% and 5.5% in an effort to curb inflation. Although the FRB reduced benchmark rates in the second half of 2024, they remain higher than in previous years, and the inflationary outlook in the U.S. is currently uncertain. To the extent inflation increases and market interest rates rise, the value of Fifth Third’s investment securities, particularly those that have fixed rates or longer maturities, could decrease. Persistent or increasing inflation could lead to the FRB reversing recent reductions in interest rates. Increasing rates would also increase debt service requirements for some of Fifth Third’s borrowers and may adversely affect those borrowers’ ability to pay as contractually obligated and could result in additional delinquencies or charge-offs. Further, any increase in market interest rates is likely to reduce Fifth Third’s loan origination volume, particularly refinance volume, and/or reduce its interest rate spread, which could have an adverse effect on Fifth Third’s profitability and results of operations. Conversely, a lowering in interest rates would likely further reduce the interest Fifth Third earns on loans and other earning assets. Fifth Third cannot predict the nature or timing of future changes in monetary policies or the precise effects that they may have on Fifth Third’s activities and financial results.

Source: Item 1A, 10-K 0000035527-26-000124 vs Item 1A, 10-K 0000035527-25-000079

Legal Proceedings 259 words changed in this paragraph; it is 75% similar to last year's version.
In April 2006, the Bancorp was added as a defendant in a consolidated antitrust class action lawsuit originally filed against Visa®, MasterCard® and several other major financial institutions in the United States District Court for the Eastern District of New York (In re: Payment Card Interchange Fee and Merchant Discount Antitrust Litigation, Case No. 5-MD-1720). The plaintiffs, merchants operating commercial businesses throughout the U.S. and trade associations, claimed that the interchange fees charged by card-issuing banks were unreasonable and sought injunctive relief and unspecified damages. In addition to being a named defendant, the Bancorp is currently also subject to a possible indemnification obligation of Visa as discussed in Note 18 and has also entered into judgment and loss sharing agreements with Visa, MasterCard and certain other named defendants. In October 2012, the parties to the litigation entered into a settlement agreement that was initially approved by the trial court but reversed by the U.S. Second Circuit Court of Appeals and remanded to the district court for further proceedings. More than 500 of the merchants who requested exclusion from the class filed separate federal lawsuits against Visa, MasterCard and certain other defendants alleging similar antitrust violations. These individual federal lawsuits were transferred to the United States District Court for the Eastern District of New York. While York, and the Bancorp is only named as a defendant in one of the individual federal lawsuits, it may have obligations in these matters pursuant to indemnification arrangements and/or the judgment or loss sharing agreements noted above. On September 17, 2018, the defendants in the consolidated class action signed a second settlement agreement (the “Amended Settlement Agreement”) resolving the claims seeking monetary damages by the proposed plaintiffs’ class (the “Plaintiff Damages Class”) and superseding the original Class”). The settlement agreement entered into in October 2012. The Amended Settlement Agreement included, among other terms, a release from participating class members for liability for claims that accrue no later than five years after the Amended Settlement Agreement becomes final. The Amended Settlement Agreement provided for a total payment by all defendants of approximately $ 6.24 billion, composed of approximately $ 5.34 billion held in escrow plus an additional $ 900 million in new funds. Pursuant to the terms of the Settlement Agreement, $ 700 million of the additional $ 900 million has been returned to the defendants due to the level of opt-outs from the class. The Bancorp’s allocated share of the settlement is within existing reserves, including funds maintained in escrow. billion. On December 13, 2019, the Court entered an order granting final approval for the settlement, and on March 15, 2023, the Second Circuit affirmed that order. The settlement does not resolve the claims of the separate proposed plaintiffs’ class seeking injunctive relief or the claims of merchants who have opted out of the proposed class settlement and are pursuing, or may in the future decide to pursue, private lawsuits. Several of the remaining opt-out cases have now been set for a trial scheduled to commence on October April 20, 2025 2026 in the matter of Target Corp. et al. v. Visa Inc. et al., Case No. 13 Civ. 3477 (AKH) (S.D.N.Y.). On September 27, 2021, the Court overseeing the class litigation entered an order certifying a class of merchants pursuing claims for injunctive relief. On March 26, In June 2024, Plaintiffs filed a motion seeking the Court denied preliminary approval of a proposed settlement that would resolve class of the injunctive relief claims. On November 10, 2025, defendants submitted to the Court a revised proposed settlement of the claims for injunctive relief. On June 13, 2024, the Court held a hearing on Plaintiffs’ motion for preliminary approval of the injunctive relief settlement, and on June 25, 2024, the Court issued an order denying the request for preliminary approval of the settlement. The ultimate outcome in this matter, including the timing of resolution, remains uncertain. Refer to Note 18 for further information.

Source: Item 3, via Note 19 – Legal and Regulatory Proceedings, 10-K 0000035527-26-000124 vs Item 3, via Note 19 – Legal and Regulatory Proceedings, 10-K 0000035527-25-000079

MD&A 217 words changed in this paragraph; it is 33% similar to last year's version.
On an average basis, core deposits Average consumer loans increased $4.5 $3.0 billion, or 3%, 6%, from December 31, 2023 2024 primarily due to increases in average transaction deposits indirect secured consumer loans, average residential mortgage loans, average home equity and average CDs $250,000 or less. solar energy installation loans, partially offset by a decrease in average other consumer loans. Average transaction deposits indirect secured consumer loans increased $2.3 $1.8 billion, or 2%, 11%, from December 31, 2023, 2024 primarily driven by increases in average interest checking deposits and average money market deposits, partially offset by decreases in average demand deposits and average savings deposits. higher indirect automobile loan production during the fourth quarter of 2024 that continued into 2025 due to strong industry sales volume. Average CDs $250,000 residential mortgage loans increased $657 million, or less increased $2.2 billion, or 27%, 4%, from December 31, 2023. Additionally, average CDs over $250,000 decreased $1.3 billion, 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 24%, 12%, from December 31, 2023. The fluctuations in the average balances of deposits were 2024 as loan originations and new advances exceeded payoffs, driven by similar factors increased marketing efforts. Average solar energy installation loans increased $373 million, or 9%, from December 31, 2024 primarily due to those previously discussed 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 respect to one third-party point-of-sale company with which the end Bancorp discontinued the origination of period balances. new loans in 2022.

Source: Item 7, 10-K 0000035527-26-000124 vs Item 7, 10-K 0000035527-25-000079

Accounting Policies 148 words changed in this paragraph; it is 60% similar to last year's version.
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 period beginning September 1 and ending on the measurement date, incorporating an additional control premium, and compares this market-based fair value measurement to the aggregate fair value of the Bancorp’s reporting units in order to corroborate the results of the income approach. Refer to Note 10 for further information regarding the Bancorp’s goodwill.

Source: 10-K text, Note 1 – Summary of Significant Accounting and Reporting Policies, 10-K 0000035527-26-000124 vs 10-K text, Note 1 – Summary of Significant Accounting and Reporting Policies, 10-K 0000035527-25-000079

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of FITB's Risk Factors and MD&A, 10-K 2026-02-24 against 10-K 2025-02-24. Each links to the text at sec.gov.

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word listadverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
Fifth Third’s business is dependent on the availability and performance of operational and information technology systems, including those provided by third-party service providers. Interruptions or failures could materially adversely affect operations.

Read it in 10-K 2026-02-24 at sec.gov ↗

AddedRisk Factors
Fifth Third’s operations depend on operational and information technology systems, including financial, accounting, transaction-execution, and other operational systems, as well as devices, hardware, and networks supporting those systems, all of which may be operated by both Fifth Third and/or by third-party service providers.

Read it in 10-K 2026-02-24 at sec.gov ↗

AddedRisk Factors
Failure, disruption, interruption or outage to any system may cause disruptions in critical business operations such as the ability to use accounting, deposit, loan, payment and other systems. It could also cause unfavorable effects to clients and customers, including delays or other disruptions in services, limitations on Fifth Third’s ability to collect data needed for its business, inability to settle or clear transactions, the possibility that fund transfers are completed erroneously and fraudulent transactions. While Fifth Third invests in automation and emerging technologies such as AI, to prevent, detect and remedy any interruptions or failures, manual oversight remains a critical component of its risk mitigation strategy. Exception handling and control testing are employed to help identify and remediate errors that may not be captured through automated processes. Despite these controls, failures are still possible and could result in operational disruptions or financial loss.

Read it in 10-K 2026-02-24 at sec.gov ↗

AddedRisk Factors
Risks of operational failures, disruptions or outages in Fifth Third’s operational and information technology systems, and those provided by third-party providers, can result from a variety of factors, only some of which may be wholly or partially within the control of Fifth Third, its third-party providers or the financial services industry more generally. Such events could affect Fifth Third’s systems or limit Fifth Third’s ability to use information technology due to effects on underlying infrastructure. Although Fifth Third regularly updates and replaces systems that it depends on, financial institutions generally continue to utilize some older systems alongside newer systems. Causes of system failures, disruptions or outages may be difficult to detect. While the Bancorp believes that its current business continuity plans are adequate, there can be no assurance that such plans will fully mitigate all potential risks to Fifth Third, its customers or its clients.

Read it in 10-K 2026-02-24 at sec.gov ↗

AddedRisk Factors
Any failures or disruptions of Fifth Third’s systems or operations, including in connection with outages or disruptions of systems provided by third parties, could adversely affect Fifth Third’s business and results of operations by subjecting Fifth Third to losses or liability, among other negative impacts, including reputational harm, litigation, regulatory fines or penalties or losses not covered by insurance.

Read it in 10-K 2026-02-24 at sec.gov ↗

AddedRisk Factors
Fifth Third’s business is conducted primarily via digital and information technology systems. This includes the use of digital applications, cloud computing and third- and fourth-party providers that host and store customer, employee and operational information.

Read it in 10-K 2026-02-24 at sec.gov ↗

AddedRisk Factors
affects one segment of the financial services industry could also impact Fifth Third. The prospect that AI may be used to conduct attacks may make them more difficult to detect. Additionally, the growing sophistication of AI increases the risk of cyber-attacks.

Read it in 10-K 2026-02-24 at sec.gov ↗

Show the other 65
AddedRisk Factors
Further, clients and customers use their own devices to utilize mobile banking and online services. Not all of Fifth Third’s clients, customers or counterparties have appropriate controls in place to protect information exchanged between them and Fifth Third. This may create new security risks and increase the likelihood of security incidents impacting customers’ information. Customers’ information may not always be protected by third-party applications or other third-party technology used in connection with such services. This can result and has resulted in fraud.

Read it in 10-K 2026-02-24 at sec.gov ↗

AddedRisk Factors
AI may introduce Fifth Third to novel or intensified legal, regulatory, ethical, operational, reputational or other risks. AI models employed by Fifth Third or its service providers might be flawed due to improper design, implementation, or training or outputs based on data or algorithms that are incomplete, inadequate, misleading, biased or of poor quality. These flaws may not be easily identifiable. Additionally, there is no certainty that Fifth Third’s use of AI will successfully enhance its business operations or achieve its intended outcomes, and its competitors may adopt AI more swiftly or effectively than Fifth Third does.

Read it in 10-K 2026-02-24 at sec.gov ↗

RemovedRisk Factors
Fifth Third may have more credit risk and higher credit losses to the extent loans are concentrated by exposure to individual borrowers or the location or industry of borrowers or collateral.

Read it in 10-K 2025-02-24 at sec.gov ↗

RemovedRisk Factors
The effects of global physical climate risks, severe weather events or health emergencies may have an effect on the performance of Fifth Third’s loan portfolios, thereby adversely impacting its results of operations.

Read it in 10-K 2025-02-24 at sec.gov ↗

RemovedRisk Factors
Additionally, the impact of widespread health emergencies may adversely impact Fifth Third’s results of operations, such as the impacts previously experienced from the COVID-19 pandemic. If its borrowers are adversely affected due to a widespread health emergency that impacts Fifth Third employees, vendors or economic growth generally, Fifth Third’s financial condition and results of operations could be adversely affected.

Read it in 10-K 2025-02-24 at sec.gov ↗

RemovedRisk Factors
Fifth Third’s ability to access the capital markets is important to its overall funding profile. This access is affected by the ratings assigned by rating agencies to Fifth Third, certain of its subsidiaries and particular classes of securities they issue. The interest rates that Fifth Third pays

Read it in 10-K 2025-02-24 at sec.gov ↗

RemovedRisk Factors
Additionally, a downgrade of the credit rating of any particular security issued by Fifth Third or its subsidiaries could negatively affect the ability of the holders of that security to sell the securities and the prices at which any such securities may be sold.

Read it in 10-K 2025-02-24 at sec.gov ↗

RemovedRisk Factors
Other rating agencies may also take actions to downgrade their ratings of the securities issued by Fifth Third or its subsidiaries. There can be no assurances that Fifth Third or its subsidiaries will retain any specific rating from any specific rating agency.

Read it in 10-K 2025-02-24 at sec.gov ↗

RemovedRisk Factors
If personal, confidential or proprietary information of customers or clients in the Bancorp’s or such vendors’ or other third-parties’ possession were to be mishandled or misused, the Bancorp could suffer significant regulatory consequences, reputational damage and financial loss.

Read it in 10-K 2025-02-24 at sec.gov ↗

RemovedRisk Factors
Fifth Third relies on its systems and certain third-party service providers and certain failures (including those related to cybersecurity or weather events exacerbated by climate change) could materially adversely affect operations.

Read it in 10-K 2025-02-24 at sec.gov ↗

RemovedRisk Factors
Fifth Third’s operations, including its financial and accounting systems, use computer systems and telecommunications networks operated by both Fifth Third and third-party service providers. Fifth Third may not be sufficiently resilient and may not recover from significant operational events in a timely manner which could create operational and reputational risks. Additionally, Fifth Third collects, processes and stores sensitive consumer data by utilizing those and other systems and networks. Fifth Third has security, backup and recovery systems in place, as well as a business continuity plan to ensure the systems will not be inoperable. Fifth Third also has security to prevent unauthorized access to the systems. In addition, Fifth Third requires its third-party service providers to maintain similar controls. However, Fifth Third cannot be certain that the measures will be successful, particularly given the rapidly evolving sophistication of threat actors and technologies.

Read it in 10-K 2025-02-24 at sec.gov ↗

RemovedRisk Factors
Fifth Third’s necessary dependence upon automated systems to record and process its transaction volume poses the risk that technical system flaws or employee errors, tampering or manipulation of those systems could result in losses and may be difficult to detect. Fifth Third may also be subject to disruptions of its operating systems arising from events that are beyond its control (for example, cyber-attacks, equipment failure, or electrical or telecommunications outages).

Read it in 10-K 2025-02-24 at sec.gov ↗

RemovedRisk Factors
Bancorp’s control, which may include, for example, security breaches; electrical or telecommunications outages; failures of computer components or servers or other damage to the Bancorp’s property or assets; natural disasters or severe weather conditions; health emergencies; or events arising from local or larger-scale political events, including outbreaks of hostilities or terrorist acts. While the Bancorp believes that its current business continuity plans are both sufficient and adequate, there can be no assurance that such plans will fully mitigate all potential business continuity risks to the Bancorp or its customers and clients.

Read it in 10-K 2025-02-24 at sec.gov ↗

RewordedRisk Factors
While Fifth Third heavily invests in information security, technical resiliency, business continuity and disaster recovery planning, and has policies and procedures designed to detect, limit, and prevent the impact of these possible events, Despite this, there can be no assurance that any such failure, interruption cyber-attacks, security breaches or security breach system failures or interruptions will not occur or, if any does do occur, that it can be remediated in such a way to eliminate the risk.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedRisk Factors
A security breach in these impacting systems operated by or on behalf of Fifth Third, or the loss or corruption of confidential information such as customer data, business results, and transaction records and related information could adversely impact Fifth Third in numerous material ways, including by requiring public notification about the incident, causing financial losses, impacting Fifth Third’s ability to provide timely and accurate financial information in compliance with legal and regulatory requirements, all of which could result in sanctions from regulatory authorities, significant sanctions, litigation, reputational harm harm, monetary loss and the loss of customer confidence in Fifth Third.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedRisk Factors
While Fifth Third heavily invests in information security, technical resiliency, business continuity and disaster recovery planning, and has policies and procedures designed to detect, limit, and prevent the impact of these possible events, there can be no assurance that any such failure, interruption or security breach will not occur or, if any does occur, that it can be remediated in such a way and requires its third-party service providers to eliminate the risk. maintain similar controls.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedRisk Factors
Difficulties in identifying suitable opportunities acquisition or combining the operations of acquired entities investment opportunities, integrating acquisitions, or assets with Fifth Third’s own operations evaluating or assessing the effectiveness of businesses in which Fifth Third makes entering into strategic investments or with which Fifth Third enters into strategic contractual and relationships may prevent hinder Fifth Third from achieving the expected benefits from these acquisitions, investments or relationships.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedRisk Factors
If As a result, Fifth Third has established reserves for probable losses related to sold loans; however, if economic conditions or the housing market deteriorate deteriorate, or future investor if repurchase demand demands and Fifth Third’s success at in appealing such repurchase requests differ from expectations, Fifth Third could have increased repurchase obligations and increased loss severity on repurchases, could increase, requiring material additions to the repurchase reserve. reserves.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedRisk Factors
Heightened standards under proposed and recently finalized new laws or regulations, or regulations soon to enter into force whose enforcement is yet to begin (such as, for example, capital and liquidity rules, or heightened Community Reinvestment Act standards), may result in increased obligations and compliance costs, may result in supervisory or enforcement action action, and may factor into Fifth Third’s ability to expand services and/or engage in new actions. activities.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedRisk Factors
Third-party service providers with which the Bancorp Fifth Third does business both domestically and offshore, business, as well as vendors and other third parties with which the Bancorp’s Fifth Third’s customers do business, can also be sources of operational risk to the Bancorp, Fifth Third, particularly where processes are highly concentrated or in widespread use on critical Bancorp systems, or customer activities of customers are beyond the Bancorp’s Fifth Third’s security and control systems, such as through the use of the internet, personal computers, tablets, smart phones and other mobile services.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedRisk Factors
Despite Fifth Third’s efforts to prevent a cyber-attack and monitoring of data flow inside and outside Fifth Third, due to the increasing sophistication of techniques used by attackers to conceal access to systems, cyber-attack, a successful cyber-attack could persist for an extended period of time before being detected, detected and, following detection, it could take considerable time for Fifth Third to obtain full and reliable information about the cybersecurity incident and the extent, amount and type of information compromised.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedRisk Factors
In addition, if Fifth Third does not appropriately comply with current or future applicable legislation and regulations, especially those that apply to its consumer operations, which has been an area of heightened focus, Fifth Third may be subject to litigation, fines, penalties or judgments, or material regulatory restrictions on its businesses, which could adversely affect operations and, in turn, financial results. results, or that materially adversely affect its shareholders.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedRisk Factors
Such determination The amount of this allowance is based on Fifth Third’s assessment of credit losses expected to be incurred in the credit portfolios, including unfunded commitments, and requires difficult, subjective and complex judgments about the environment, including analysis of economic or market conditions that may impair the ability of borrowers to repay their loans.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedRisk Factors
Though Fifth Third has insurance against some cybersecurity risks and attacks, it may not be sufficient to offset the impact of a material loss event. event; and, Fifth Third cannot guarantee that cybersecurity insurance policies will not deny coverage, or that existing insurance coverage will continue to be available on acceptable terms.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedRisk Factors
Negative public perception can may adversely affect Fifth Third’s ability to attract and keep customers and can customers, increase the risk that it will be a target of litigation and regulatory action or experience an and raise the chance of accelerated deposits withdrawal event. withdrawals.

Read it in 10-K 2026-02-24 at sec.gov ↗

Quiet changesRisk Factors
Furthermore, any Any such new technology could have a significant impact on the effectiveness of Fifth Third’s system of internal controls.

Read it in 10-K 2026-02-24 at sec.gov ↗

Quiet changesRisk Factors
Substantial legal liability or significant regulatory or other enforcement action against Fifth Third could materially adversely affect its business, financial condition or results of operations and/or cause significant reputational harm to its business.

Read it in 10-K 2026-02-24 at sec.gov ↗

AddedMD&A
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.

Read it in 10-K 2026-02-24 at sec.gov ↗

AddedMD&A
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%.

Read it in 10-K 2026-02-24 at sec.gov ↗

AddedMD&A
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.

Read it in 10-K 2026-02-24 at sec.gov ↗

AddedMD&A
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:

Read it in 10-K 2026-02-24 at sec.gov ↗

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

Read it in 10-K 2026-02-24 at sec.gov ↗

AddedMD&A
(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.

Read it in 10-K 2026-02-24 at sec.gov ↗

RemovedMD&A
In response to the bank failures that occurred in the first half of 2023, the FDIC issued a final rule for a special deposit insurance assessment on banking organizations with greater than $5 billion in assets to recover the losses to the Deposit Insurance Fund associated with protecting uninsured depositors. As of December 31, 2024, the Bancorp’s estimate of its allocation of the special assessment was $252 million, based on the most recent information provided by the FDIC. As a result of this special assessment, the Bancorp recorded expense of $28 million and $224 million during the years ended December 31, 2024 and 2023, respectively, related to this estimate. The Bancorp currently expects to pay the special assessment to the FDIC over a total of ten quarterly assessment periods, which began with the first quarter of 2024. The estimate of the cost associated with protecting the uninsured depositors will continue to be subject to periodic adjustment until the final loss amount is determined by the FDIC.

Read it in 10-K 2025-02-24 at sec.gov ↗

RemovedMD&A
On July 9, 2024, the Bank and the CFPB agreed to resolve previously outstanding litigation which alleged violations of the Consumer Financial Protection Act, the Truth in Lending Act and Truth in Savings Act. The Bank agreed to the entry of a Stipulated Final Judgment and Order, pursuant to which the Bank, without admitting or denying any of the allegations in the suit except as specified in the order, agreed to pay a civil monetary penalty of $15 million, agreed to maintain existing policies around its consumer sales incentives, agreed to create a compliance plan to ensure its account opening practices comply with law and the order and agreed to provide a redress plan to remediate certain customers with checking, savings, or credit card accounts opened beginning January 1, 2010 and ending December 31, 2016.

Read it in 10-K 2025-02-24 at sec.gov ↗

RemovedMD&A
Concurrently, the Bank also agreed to entry of a Consent Order related to a since-discontinued program in its auto lending business that placed collateral protection insurance on certain automobile loans. Under this Consent Order, without admitting or denying any of the findings of fact or conclusions of law (except to establish jurisdiction), the Bank agreed to pay a $5 million civil monetary penalty related to those issues, maintain existing policy changes related to its auto servicing practices, agreed to create a compliance plan to ensure its compliance with the order and provide a redress plan to remediate certain customers within a redress period beginning July 21, 2011 and ending December 31, 2020.

Read it in 10-K 2025-02-24 at sec.gov ↗

RemovedMD&A
(a)During 2024, certain noninterest income line items were reclassified to better align disclosures to business activities. These reclassifications were retrospectively applied to all prior periods presented. Total noninterest income did not change as a result of these reclassifications.

Read it in 10-K 2025-02-24 at sec.gov ↗

RemovedMD&A
For the years ended December 31, 2024 and 2023, the Bancorp recognized losses of $77 million and $105 million, respectively, in mortgage banking net revenue for valuation adjustments on the MSR portfolio. The valuation adjustments on the MSR portfolio included increases of $74 million and $43 million for the years ended December 31, 2024 and 2023, respectively, due to changes in market rates and other inputs in the valuation model, including future prepayment speeds and OAS assumptions. Mortgage rates decreased during the year ended December 31, 2024 which caused an increase in prepayment speeds. The fair value of the MSR portfolio also decreased $151 million and $148 million as a result of contractual principal payments and actual prepayment activity for the years ended December 31, 2024 and 2023, respectively.

Read it in 10-K 2025-02-24 at sec.gov ↗

RemovedMD&A
(a)During 2024, certain noninterest expense line items were reclassified to better align disclosures to business activities. These reclassifications were retrospectively applied to all prior periods presented. Total noninterest expense did not change as a result of these reclassifications.

Read it in 10-K 2025-02-24 at sec.gov ↗

RemovedMD&A
•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.

Read it in 10-K 2025-02-24 at sec.gov ↗

RemovedMD&A
During the fourth quarter of 2024, economic growth remained resilient despite restrictive monetary policy. The FOMC continues to seek a soft landing for the economy while balancing the risks of cutting rates too soon with the risks of maintaining a restrictive policy for too long. Seeing positive momentum in inflation trending toward its long-term target of 2%, the FOMC cut the federal funds rate by 25 bps in both November and December 2024.

Read it in 10-K 2025-02-24 at sec.gov ↗

RemovedMD&A
The Baseline scenario used in the December 31, 2024 ACL assumed that the normalization of inflation rates will take longer than previously expected when considering recent trends and additional inflationary pressures that may arise from changes in U.S. fiscal, tariff and immigration policies. This scenario assumed a rise in inflation mid-2025, increasing to 2.7% by the end of 2026 and not approaching the 2% target before early 2027. In response to fiscal tightening and high interest rates, this scenario also assumed that real GDP growth would be below trend in the near term but that the unemployment rate will remain steady. The Baseline scenario assumed an average annual real GDP growth rate of 2.2% for 2025, followed by 1.6% in 2026 and 1.8% in 2027. The Baseline scenario also assumed an average unemployment rate of 4.1% for 2025, 2026 and 2027. While the Treasury rate environment is relatively stable with the 10-year yield remaining in a range between 4.24% and 4.33%, credit spreads are projected to expand from 1.5% at the start of the scenario to a peak of 2.60% in early 2027. Lastly, the Baseline scenario assumed additional cuts to the target federal funds rate beyond 2024, with an average federal funds rate of 4.1% in 2025 that decreases to an average of 3.4% and 3.0% in 2026 and 2027, respectively.

Read it in 10-K 2025-02-24 at sec.gov ↗

RemovedMD&A
The Upside scenario assumed that, on an average annual basis, the change in real GDP is 3.2% in 2025, 2.4% in 2026 and 2.0% in 2027. The Upside scenario also assumed an average unemployment rate of 3.3% in both 2025 and 2026 and 3.5% in 2027. 10-year Treasury yields are fairly stable reaching a peak of 4.43% at the end of 2025, while credit spreads are consistent with the baseline scenario peaking at 2.57% in 2027. In the Upside scenario, the forecast for federal funds rate cuts was generally consistent with the Baseline scenario.

Read it in 10-K 2025-02-24 at sec.gov ↗

RemovedMD&A
The Downside scenario included significant worsening of economic conditions, causing the U.S. economy to fall into a recession in the first quarter of 2025. The Downside scenario assumed that real GDP declines from the fourth quarter of 2024 through the third quarter of 2025, with a cumulative decline of 2.6%, modestly recovering to an average annualized GDP growth rate of 0.4% for the full year of 2026 and 2.7% for the full year of 2027. The Downside scenario assumed an average unemployment rate of 7.3% in 2025, increasing to an average of 8.0% in 2026 and decreasing to an average of 6.6% in 2027. The 10-year treasury yield increases to 4.51% in mid-2025, then drops to 3.07% by the end of the third quarter of 2025. Credit spreads also expand in this scenario reaching a peak of 3.89% in the third quarter of 2025. In the Downside scenario, the forecast for the federal funds rate included steeper rate cuts than the Baseline scenario, with average target rates of 4.1% in 2025, followed by 1.7% and 1.1% in 2026 and 2027, respectively.

Read it in 10-K 2025-02-24 at sec.gov ↗

RewordedMD&A
Average life within one year 3 2 0.6 4.49 18 18 0.8 2.97 Average life after one year through five years 1,368 1,257 3.8 2.84 1,690 1,606 3.7 3.02 Average life after five years through ten years 4,346 3,866 6.5 3.57 7,127 6,761 6.6 4.38 Average life after ten years 743 556 11.0 2.87 303 238 11.6 2.81 Total $ 6,460 5,681 6.4 3.33% 9,138 8,623 6.2 4.07% Agency commercial mortgage-backed securities:(a) Average life within one year 706 699 0.5 3.44 955 943 0.7 2.65 Average life after one year through five years 10,277 9,524 3.2 2.64 9,765 9,318 2.9 2.66 Average life after five years through ten years 10,022 8,335 7.3 2.64 9,531 8,231 7.0 2.63 Average life after ten years 2,848 2,274 11.9 2.75 2,056 1,695 11.6 2.78 Total $ 23,853 20,832 5.9 2.68% 22,307 20,187 5.4 2.66% Non-agency commercial mortgage-backed securities:

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
Compensation and benefits 882 878 828 935 895 890 Net occupancy and equipment expense 263 253 234 275 265 254 Marketing expense 91 68 70 Loan and lease expense 80 86 107 Card and processing expense 75 76 72 83 82 87 Other noninterest expense 1,172 1,222 1,148 1,207 1,209 1,255 Income before income taxes $ 2,469 3,494 1,656 2,445 2,537 3,599 Average Balance Sheet Data Consumer loans, including held for sale $ 45,597 42,783 42,933 43,049 Commercial loans 3,454 2,829 1,727 loans, including held for sale 5,109 4,168 3,515 Demand deposits 21,085 21,891 23,600 23,188 22,426 23,380 Interest checking deposits 10,872 12,325 15,191 10,840 10,941 12,389 Savings deposits 13,867 14,431 17,017 20,288 Money market deposits 30,127 25,288 22,766 32,401 31,056 26,067 Certificates of deposit 11,341 11,241 8,809 2,543

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
Additional Capital Ratios ($ in millions) 2025 2024 2023 2022 Average total Bancorp shareholders’ equity as a percent of average assets 9.86% 9.12 % 8.49 9.22 Tangible equity as a percent of tangible assets(a)(b) 9.28 9.02 8.65 8.31 Tangible common equity as a percent of tangible assets(a)(b) 8.46 8.03 7.67 7.30 Regulatory capital:(c) CET1 capital $ 17,339 16,800 15,670 Tier 1 capital 19,455 18,916 17,786 Total regulatory capital 22,746 22,400 21,606 Risk-weighted assets 164,102 163,223 168,909 Regulatory capital ratios:(c) CET1 capital 10.57 % 10.29 9.28 Tier 1 risk-based capital 11.86 11.59 10.53 Total risk-based capital 13.86 13.72 12.79 Leverage 9.22 8.73 8.56

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
Provision The increase in provision expense for the year ended December 31, 2024 2025 was affected by the impacts of deterioration in the macroeconomic forecast for the commercial portfolio, higher period-end loan and lease balances and increases in specific reserves on individually evaluated commercial loans, partially offset by factors that reduced the ACL from December 31, 2024, including the impacts of changes in consumer loan portfolio mix, improvement in both the macroeconomic forecast for mix and credit quality of the consumer loan portfolio and improvements in probability of default ratings on collectively-evaluated commercial loans.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
Provision The increase in provision expense for the year ended December 31, 2024 2025 was affected by the impacts of deterioration in the macroeconomic forecast for the commercial portfolio, higher period-end loan and lease balances and increases in specific reserves on individually evaluated commercial loans, partially offset by factors that reduced the ACL from December 31, 2024, including the impacts of changes in consumer loan portfolio mix, improvement in both the macroeconomic forecast for mix and credit quality of the consumer loan portfolio and improvements in probability of default ratings on collectively-evaluated commercial loans.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
Rollforward of Portfolio Nonaccrual Loans and Leases For the year ended December 31, 2024 2025 ($ in millions) Commercial Residential Consumer Total Mortgage Balance, beginning of period $ 326 124 199 649 456 137 230 823 Transfers to nonaccrual status 591 68 342 1,001 740 64 332 1,136 Transfers to accrual status (2) (24) (51) (77) (5) (16) (97) (118) Transfers to held for sale (13) (86) — — (13) (86) Loan paydowns/payoffs (180) (29) (67) (276) (186) (33) (93) (312) Transfers to OREO — (6) (17) (1) (7) (15) (23) Charge-offs (267) (507) — (178) (445) (168) (675) Draws/other extensions of credit 1 16 4 2 7 22 Balance, end of period $ 456 137 230 823 427 149 191 767

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
Interest expense on average core deposits increased $852 decreased $666 million from the year ended December 31, 2023 2024 primarily due to an increase 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 from 238 bps for the year ended December 31, 2023, as a result of a mix shift from non-interest bearing to interest-bearing deposit products, higher short-term interest rates and an increase in the average balances of interest-bearing core deposits. 2024.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
Average life after five years through ten years 4,898 4,701 4,997 4,976 8.9 3.41 3.66 Average life after ten years 26 26 10.1 3.55 Total $ 4,898 4,701 5,023 5,002 8.9 3.41% 3.66% Agency commercial mortgage-backed securities:(a) Average life within one year 38 38 0.2 3.59 8 8 0.3 3.49 Average life after one year through five years 861 847 3.6 1,127 1,142 3.3 3.84 Average life after five years through ten years 2,650 2,585 7.0 3.90 2,595 2,615 6.7 3.95 Average life after ten years 459 448 11.1 4.70 175 178 11.4 5.07 Total $ 4,008 3,918 6.7 3.98% 3,905 3,943 5.9 3.96% Asset-backed securities and other debt securities:

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
Compensation and benefits 656 654 639 637 643 642 Net occupancy and equipment expense 64 70 67 62 69 Other noninterest expense 1,174 1,279 1,117 1,189 1,142 1,251 Income before income taxes (FTE) (FTE)(a) $ 1,829 3,169 2,036 1,342 1,761 3,064 Average Balance Sheet Data Commercial loans and leases, including held for sale $ 67,310 72,293 70,904 68,148 66,596 71,607 Demand deposits 18,204 23,170 35,147 16,474 16,863 21,680 Interest checking deposits 40,214 32,319 21,341 40,016 40,303 32,414 Savings deposits 123 143 183 280 Money market deposits 5,540 5,063 5,739 4,550 4,611 4,284 Certificates of deposit 31 45 62 108 Foreign office deposits 158 158 170

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
Florida $ 646 6 675 16 680 16 California 552 1 562 8 565 5 Texas 525 3 501 7 457 8 Arizona 370 2 366 4 326 4 Virginia 270 — 229 1 190 Oregon 219 — 165 — Colorado 181 — 158 1 Nevada 175 — 165 1 130 — Oregon 165 — 109 — Colorado 158 1 137 1 New York 144 — 118 — 90 — Connecticut 113 1 103 3 87 3 All other states 1,365 9 1,160 23 957 22 Total $ 4,560 22 4,202 64 3,728 60

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
The changes in the estimated EVE sensitivity profile from December 31, 2023 2024 were primarily related to lower market rates and changes in forward interest rate expectations, mix-shift an increase in core deposit balances, a reduction in notional outstanding of deposit composition into higher beta products, 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, which was partially offset by shortening of the investment portfolio duration. funding.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
Cash Flows from Portfolio Loans and Leases Occurring After One Year Interest Rate ($ in millions) Fixed Floating or Adjustable Fixed- Rate Floating/Adjustable-Rate Commercial and industrial loans $ 4,338 36,352 5,427 35,087 Commercial mortgage loans 1,956 6,527 1,695 6,311 Commercial construction loans 123 3,277 71 3,313 Commercial leases 2,425 2,551 — Total commercial loans and leases 8,842 46,156 $ 9,744 44,711 Residential mortgage loans 12,410 4,197 11,318 5,418 Home equity 354 3,555 468 4,064 Indirect secured consumer loans 12,994 7 14,486 6 Solar energy installation loans 4,008 4,238 — Other consumer loans 1,252 240 958 193 Total consumer loans 31,018 7,999 $ 31,468 9,681 Total portfolio loans and leases $ 39,860 54,155 41,212 54,392

Read it in 10-K 2026-02-24 at sec.gov ↗

Quiet changesMD&A
These losses related to certain securities in unrealized loss positions where the Bancorp had determined that it no longer intends intended to hold the securities until the recovery of their amortized cost bases.

Read it in 10-K 2026-02-24 at sec.gov ↗

Next Related parties →