AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-3: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 5/6 · 31/10/2026
Moat44
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 2/4 · Branch productivity, regional deposit share gains and commercial payments demand demonstrate franchise strengths. However, anonymous comparisons and existing-customer revenue growth do not establish durable relative costs or customer lock-in. The evidence supports a mixed structural position, with potential advantages whose economic protection remains unproven.
durability · 2/4 · Five-year deposit growth comparisons and a branch program operating since 2018 support persistence beyond a single quarter. They establish expansion capability more clearly than durable economic protection. The longer-term payoff from extending that program through the acquired franchise remains prospective.
customer dependency · 1/4 · Higher revenue from existing payments customers provides indirect evidence of repeat demand. Payments-only client acquisition also demonstrates demand beyond lending relationships. Neither disclosure shows essential dependence, contractual lock-in or substantial migration costs, leaving customer dependency a weakly supported source of protection.
erosion resilience · 2/4 · Deposit share gains and reported conversion completion show operating progress during integration. Higher deposit costs and growth partly attributable to sweep migration qualify that resilience. Competition and payment-network risks are disclosed possibilities, not demonstrated erosion; sustained post-conversion resilience is still unestablished.
Pricing power—
Insufficient evidence for every rubric criterion; no category score is inferred.
realized pricing · 2/4 · Funding costs benefited from lower short-term market rates in the first half, while third-quarter deposit costs rose with higher market rates and interest-bearing sweep migration. These observed outcomes support a mixed assessment. Rate and mix effects prevent attributing them to issuer-specific pricing power.
retention · 2/4 · Existing-customer payments revenue growth and regional deposit gains indirectly support continuing demand. Management reports strong conversion retention without quantification, while deposit growth includes sweep migration and campaigns. This supports mixed retention quality without establishing a retention rate or contractual customer attachment.
margin resilience · 2/4 · Third-quarter FTE net interest margin was 3.34%, above 3.13% a year earlier but below 3.36% sequentially. Asset repricing and lower first-half funding costs supported results. Acquisition scope, market rates and deposit mix limit attribution; the demonstrated margin improvement alone establishes no moat.
contractual freedom · — · The passages describe pricing outcomes and product migration but do not establish contractual rights to reset customer rates, fees or other terms. Market sensitivity alone cannot establish contractual discretion. Complete pricing terms or an explicit disclosure of repricing rights are absent.
Predictability94
Financial-sector stability over 5 consecutive reported annual periods: equal weights for nondeclining revenue frequency, revenue-growth volatility (5–40pp), positive consolidated earnings frequency, and net-income/revenue margin volatility (3–20pp). Uses reported accounting scope; not industrial FCF or a growth forecast.
- Nondeclining revenue years (%)
- 75.00
- Revenue growth volatility (pp)
- 3.64
- positiveEarningsShare
- 100.00
- netMarginStdDev
- 3.00
- observedAnnualPeriods
- 5.00
Financial strength50
Qualitative bank assessment: equal-weight average of four current evidence-backed grades (0–4), scaled to 100. Policy financial-industry-1; not an industrial ratio score or credit rating.
capital adequacy · 2/4 · Estimated September Bancorp CET1 of 10.02%, total risk-based capital of 12.54% and leverage of 9.22% exceed disclosed baseline minimums. CET1 improved sequentially but remains below December's 10.81%. The 3.2% stress buffer is explicitly dated December 2025; complete September buffered requirements are absent.
liquidity funding · 2/4 · September liquidity sources totaled $142 billion, comprising reserves, unpledged securities and borrowing availability. Loan-to-core deposits were 76%, and wholesale funding declined sequentially. An ending LCR of 102%, sweep-related deposit growth and absent uninsured concentration temper strength; borrowing capacity is not immediately held cash.
asset liability risk · 2/4 · Third-quarter annualized charge-offs were 0.31%, ACL was 1.74% of portfolio loans and leases, and nonperforming assets were 0.64%. Branch real estate affects NPAs, and acquisition-date charge-off exclusions constrain comparisons. Credit outcomes are supportive, but market-sensitive funding and absent comprehensive rate sensitivity limit the assessment.
earnings resilience · 2/4 · Nine-month consolidated net income increased 2% to $1.832 billion, and third-quarter income rose sequentially to $866 million. However, year-to-date diluted EPS fell 22%, and quarterly EPS remained slightly below the year-earlier level. Acquisition scope limits comparison and demonstrated per-share resilience.
Capital allocation44
Qualitative bank assessment: equal-weight average of four current evidence-backed grades (0–4), scaled to 100. Policy financial-industry-1; not an industrial ratio score or credit rating.
capital efficiency · 2/4 · Third-quarter return on average common equity improved sequentially to 10.2%, but remained below 12.6% a year earlier; year-to-date return was 7.5%. Reported ROTCE of 16.6% is non-GAAP and uses tangible common equity. Acquisition effects temper the demonstrated efficiency of the expanded capital base.
distributions and buffers · 2/4 · Reported common dividends were $1.22 per share year to date, with a 62.6% payout ratio; third-quarter payout was 46.2%. The capital bridge shows retained generation after common dividends. Capital below December levels and an ending LCR of 102% temper distribution capacity.
dilution and cost · 1/4 · Common shares outstanding increased 37% year over year, while year-to-date diluted EPS declined 22%. The completed acquisition also brought disclosed assumed debt obligations. Acquired operations contribute earnings, but current per-share outcomes show dilution pressure; the supplied catalog does not quantify total compensation or integration cost.
investment discipline · 2/4 · Multi-year branch productivity, current deposit share gains and reported systems conversion completion support implementation capability. The acquisition closed, but year-to-date diluted EPS remains materially lower. Further branch opportunities and full acquisition returns are prospective, leaving investment discipline mixed rather than strongly demonstrated.
Management56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · The acquisition closed and brought actual assumed debt obligations, substantial share growth and weaker year-to-date diluted earnings per share. Positive consolidated earnings and sequentially lower wholesale funding provide offsets. Implementation is demonstrated, but durable per-share returns on the expanded capital base remain unproven.
incentive alignment · 3/4 · Adopted ownership guidelines exclude unvested RSUs, and all named executives complied after adoption. Issued integration PSUs have performance-linked payouts, supporting strong alignment arrangements. The low-return forfeiture condition is discretionary, and eventual vesting outcomes remain unknown; these disclosures do not establish exceptional alignment.
execution · 2/4 · Reported systems conversion completion and regional deposit share gains support execution, partly through indirect operating evidence. Third-quarter earnings improved sequentially, but year-to-date diluted EPS declined 22%. Management's strong-retention characterization is unquantified, and full acquisition benefits remain unestablished.
governance · 2/4 · Independent standing committees, 97% aggregate board and committee attendance in 2025, and the completed advisory compensation vote demonstrate functioning oversight arrangements. Combined chair, CEO and president roles concentrate leadership. These disclosures support mixed governance quality without proving exceptional oversight effectiveness.
Evidence
Commercial payments revenue increased $44 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily driven by an increase in treasury management fees due to new client acquisition and higher average revenue per existing customer.
2024 Form 10-K, commercial payments revenue analysis; filed 2025-02-24; historical business evidence · Filed 24/02/2025
11 © Fifth Third Bancorp | All Rights Reserved Four distinct $10B deposit opportunities Market Expansion Tech-enabled relationship deepening Proven deposit playbooks, expanded through Comerica – diversified across customers, markets, and capabilities 1 2 3 4 Southeast branch maturation Texas de novo buildout Small business and payments Innovation banking Proven playbook: site selection, staffing, marketing and digital onboarding Deposits per branch ~50% above peer average1 Seasoning of ~400 de novos provides peer leading embedded growth opportunity Apply southeast playbook to Comerica’s established Texas franchise Strong response rates from initial marketing campaigns 150 branches to be built by 2029 with over 100 locations already identified3 Provide-enabled SBA platform driving market share capture… #53 #152 1-out-of-3 new payments clients are payments- only with no credit attached 4-to-1 deposit-to-loan portfolio – reengage and selectively build a durable relationship-oriented vertical Newline deepens operating relationships with innovation-economy clients 1Source: S&P Capital IQ; 2025 FDIC data capped at $250MM and filtered for de novos opened since 2018.
Barclays conference presentation, slide 11, deposit opportunities and branch productivity; filed 2026-09-14 · Filed 14/09/2026
Less than a year after we announced the Comerica acquisition, we completed the systems conversion with strong client and banker retention.
Third-quarter 2026 earnings release, CEO statement on systems conversion and retention; filed 2026-10-19 · Filed 19/10/2026
trade policies, including the imposition of tariffs and retaliatory tariffs; (27) changes and trends in capital markets; (28) fluctuation of Fifth Third’s stock price; (29) volatility in mortgage banking revenue; (30) litigation, investigations, and enforcement proceedings; (31) breaches of contractual covenants, representations and warranties; (32) competition and changes in the financial services industry; (33) potential impacts of the adoption of real-time payment networks; (34) changing retail distribution strategies, customer preferences and behavior; (35) difficulties in identifying, acquiring or integrating suitable strategic partnerships, investments or acquisitions; (36) potential dilution from future acquisitions; (37) loss of income and/or difficulties encountered in the sale and separation of businesses, investments or other assets; (38) results of investments or acquired entities; (39) changes in accounting standards or interpretation or declines in the value of Fifth Third’s goodwill or other intangible assets; (40) inaccuracies or other failures from the use of models; (41) effects of critical accounting policies and judgments or the use of inaccurate estimates; (42) weather-related events, other natural disasters, or health emergencies (including pandemics); (43) the impact of reputational risk created by these or other developments on such matters as business generation and retention, funding and liquidity; (44) changes in law or requirements imposed by Fifth Third’s regulators impacting our capital actions, including dividend payments and stock repurchases; (45) Fifth Third’s ability to meet its environmental and/or social targets, goals and commitments; and (46) risks relating to the merger with Comerica Incorporated, including Fifth Third’s inability to realize the anticipated benefits of the merger and potential disruption to Fifth Third’s business resulting from post-merger integration.
June 2026 Form 10-Q, forward-looking risk factors including competition, payments and integration; filed 2026-08-04 · Filed 04/08/2026
These benefits were partially offset by higher deposit costs due to higher market rates and the migration of former off-balance-sheet Comerica investment sweep balances into interest-bearing deposits.
Third-quarter 2026 earnings release, higher deposit costs and sweep migration; filed 2026-10-19 · Filed 19/10/2026
•Gained deposit share in Texas and California, with capped deposits in Dallas, Houston and Austin each up more than 20% year-over-year, while Southeast deposit growth was more than five times the market rate
Income Statement Data
Net income available to common shareholders
$828
$763
$608
Net interest income (U.S.
Third-quarter 2026 earnings release, regional deposit share and growth highlights; filed 2026-10-19 · Filed 19/10/2026
Not all de novos have been open for 5 years; 2Retail footprint includes MSAs and counties that Fifth Third has active branches in as of September 22, 2025 De novos built since 2018 Rank 4th Rank 2nd $0 $10 $20 $30 $40 $50 Year 1 Year 2 Year 3 Year 4 Year 5 Fifth Third Peer Avg Average de novo deposits per branch by year1 $ in millions Outsized retail growth across our footprint relative to competitors 5-Year deposit CAGR1 0.5% 1.8% 5.5% Other competitors Trillionaires x Total Retail Footprint2 1.0% 2.1% 12.1% Other competitors Trillionaires x Southeast Retail Footprint2
Boston roadshow presentation, slide 19 continuation, de novo scope and five-year deposit growth; filed 2026-07-30 · Filed 30/07/2026
FF Rate 48 296 149 Peer Median Trillionaire Median x National Among leaders in de novos built nationally and in footprint 10 96 149 Peer Median Trillionaire Median x Total retail footprint2 Source: S&P Capital IQ, internal management reporting; Note: Branch data as of September 22, 2025, Management reporting reflects data as of December 31, 2025; 12025 FDIC data capped at $250MM and filtered for de novos opened since 2018.
Boston roadshow presentation, slide 19 continuation, source dates and capped-deposit comparison scope; filed 2026-07-30 · Filed 30/07/2026
Total average deposits increased 3% sequentially to $238 billion, reflecting operational deposit growth, the Southwest retail deposit campaign, and the migration of former off-balance-sheet Comerica investment sweep balances onto the balance sheet.
Third-quarter 2026 earnings release, drivers of average deposit growth; filed 2026-10-19 · Filed 19/10/2026
Net interest income for the three and six months ended June 30, 2026 was positively impacted by higher average balances of interest-earning assets primarily driven by the Comerica acquisition, lower funding costs due to the benefit of lower short-term market rates and repricing of fixed-rate assets to higher yields, including the reinvestment of cash flows from average taxable securities and securities repositioning during the second quarter of 2026.
June 2026 Form 10-Q, acquisition, market rates and asset repricing effects on net interest income; filed 2026-08-04 · Filed 04/08/2026
Fifth Third Bancorp and Subsidiaries
Financial Highlights
As of and For the Three Months Ended
% / bps
% / bps
$ in millions, except per share data
Change
Year to Date
Change
(unaudited)
September
June
September
September
September
2026
2026
2025
Seq
Yr/Yr
2026
2025
Yr/Yr
Income Statement Data
Net interest income
$2,271
$2,215
$1,520
3%
49%
$6,420
$4,453
44%
Net interest income (FTE)(a)
2,276
2,220
1,525
3%
49%
6,435
4,468
44%
Noninterest income
1,008
1,059
781
(5%)
29%
2,962
2,224
33%
Total revenue (FTE)(a)
3,284
3,279
2,306
—
42%
9,397
6,692
40%
Provision for credit losses
122
129
197
(5%)
(38%)
479
544
(12%)
Noninterest expense
2,049
2,109
1,267
(3%)
62%
6,553
3,835
71%
Net income
866
801
649
8%
33%
1,832
1,791
2%
Net income available to common shareholders
828
763
608
9%
36%
1,719
1,677
3%
Earnings Per Share Data
Net income allocated to common shareholders
$828
$763
$608
9%
36%
$1,719
$1,677
3%
Average common shares outstanding (in thousands):
Basic
911,919
911,613
666,427
—
37%
883,202
669,405
32%
Diluted
917,103
915,959
670,878
—
37%
888,097
673,632
32%
Earnings per share, basic
$0.91
$0.84
$0.91
8%
—
$1.95
$2.51
(22%)
Earnings per share, diluted
0.90
0.83
0.91
8%
(1%)
1.94
2.49
(22%)
Common Share Data
Cash dividends per common share
$0.42
$0.40
$0.40
5%
5%
$1.22
$1.14
7%
Book value per share
34.31
35.63
29.26
(4%)
17%
34.31
29.26
17%
Market value per share
50.58
56.37
44.55
(10%)
14%
50.58
44.55
14%
Common shares outstanding (in thousands)
907,367
906,573
660,973
—
37%
907,367
660,973
37%
Market capitalization
$45,895
$51,103
$29,446
(10%)
56%
$45,895
$29,446
56%
Financial Ratios
Return on average assets
1.14
%
1.08
%
1.21
%
6
(7)
0.85
%
1.13
%
(28)
Return on average common equity
10.2
%
9.5
%
12.6
%
70
(240)
7.5
%
12.1
%
(460)
Return on average tangible common equity(a)
16.6
%
15.6
%
17.3
%
100
(70)
12.3
%
16.8
%
(450)
Noninterest income as a percent of total revenue(a)
31
%
32
%
34
%
(100)
(300)
32
%
33
%
(100)
Dividend payout
46.2
%
47.6
%
44.0
%
NM
NM
62.6
%
45.4
%
NM
Average total Bancorp shareholders’ equity as a percent of average assets
11.37
%
11.50
%
10.02
%
(13)
135
11.40
%
9.78
%
162
Tangible common equity(a)
8.39
%
8.30
%
8.29
%
9
10
8.39
%
8.29
%
10
Net interest margin (FTE)(a)
3.34
%
3.36
%
3.13
%
(2)
21
3.34
%
3.10
%
24
Efficiency (FTE)(a)
62.4
%
64.3
%
54.9
%
(190)
750
69.7
%
57.3
%
NM
Effective tax rate
21.8
%
22.7
%
22.6
%
(90)
(80)
22.0
%
22.1
%
(10)
Credit Quality
Net losses charged-off(h)
$139
$135
$339
3
%
(59
%)
$419
$614
(32
%)
Net losses charged-off as a percent of average portfolio loans and leases (annualized)
Third-quarter 2026 earnings release, Financial Highlights, quarterly and year-to-date earnings, shares, returns and margins; filed 2026-10-19 · Filed 19/10/2026
0.31
%
0.30
%
1.09
%
1
(78)
0.33
%
0.67
%
(34)
ALLL as a percent of portfolio loans and leases
1.61
%
1.63
%
1.84
%
(2)
(23)
1.61
%
1.84
%
(23)
ACL as a percent of portfolio loans and leases(f)
1.74
%
1.76
%
1.96
%
(2)
(22)
1.74
%
1.96
%
(22)
Nonperforming portfolio assets as a percent of portfolio loans and leases and OREO
0.64
%
0.60
%
0.65
%
4
(1)
0.64
%
0.65
%
(1)
Average Balances
Loans and leases, including held for sale
$180,011
$178,707
$123,993
1%
45%
$172,414
$123,147
40%
Securities and other short-term investments
90,012
86,282
69,507
4%
30%
85,362
69,853
22%
Assets
302,119
297,948
211,770
1%
43%
288,673
210,965
37%
Transaction deposits(b)
223,537
216,113
151,669
3%
47%
211,624
151,327
40%
Core deposits(c)
235,639
228,516
162,510
3%
45%
223,674
161,901
38%
Wholesale funding(d)
23,252
25,912
21,821
(10%)
7%
23,577
22,167
6%
Bancorp shareholders' equity
34,338
34,260
21,216
—
62%
32,917
20,633
60%
Regulatory Capital Ratios(e)
CET1 capital
10.02
%
9.93
%
10.57
%
9
(55)
10.02
%
10.57
%
(55)
Tier 1 risk-based capital
10.90
%
10.81
%
11.63
%
9
(73)
10.90
%
11.63
%
(73)
Total risk-based capital
12.54
%
12.50
%
13.54
%
4
(100)
12.54
%
13.54
%
(100)
Leverage
9.22
%
9.20
%
9.24
%
2
(2)
9.22
%
9.24
%
(2)
Additional Metrics
Banking centers
1,429
1,500
1,102
(5%)
30%
1,429
1,102
30%
ATMs
2,549
2,648
2,184
(4%)
17%
2,549
2,184
17%
Full-time equivalent employees
25,069
25,197
18,476
(1%)
36%
25,069
18,476
36%
Assets under care ($ in billions)(g)
$880
$902
$681
(2%)
29%
$880
$681
29%
Assets under management ($ in billions)(g)
125
128
77
(2%)
62%
125
77
62%
Third-quarter 2026 earnings release, Financial Highlights continuation, credit quality and balance-sheet metrics; filed 2026-10-19 · Filed 19/10/2026
Consistent with SEC guidance in Regulation S-K that contemplates the calculation of tax-exempt income on a taxable-equivalent basis, net interest income, net interest margin, net interest rate spread, total revenue and the efficiency ratio are provided on an FTE basis.
Third-quarter 2026 earnings release, fully taxable-equivalent measure definition; filed 2026-10-19 · Filed 19/10/2026
Slide 4 end notes 1. Reported ROTCE, NIM, pre-provision net revenue, and efficiency ratio are non-GAAP measures: all adjusted figures are non-GAAP measures; see reconciliation on pages 40 and 41 of this presentation and the use of non-GAAP measures on pages 27-29 of the earnings release.
Third-quarter 2026 earnings presentation, slide 4 non-GAAP measure end note; filed 2026-10-19 · Filed 19/10/2026
© Fifth Third Bancorp | All Rights Reserved 9.9% 33 bps (11 bps) 0 bps (16 bps) 2 bps 10.0% 2Q26 Net income to common RWA Share repurchases Common dividends Other 3Q26 12 Strong liquidity and capital position Liquidity position $ in billions Capital position Common equity tier 1 ratio1 For end note descriptions, see end note summary starting on page 42; totals shown above may not foot due to rounding Liquidity Sources 6/30/26 9/30/26 Fed reserves $18 $15 Unpledged investment securities $32 $34 Available FHLB borrowing capacity $13 $15 Current Fed discount window availability $78 $78 Total $141 $142 • Maintained full Category 1 LCR compliance during the quarter, ending at 102% • Loan-to-core deposit ratio of 76% • Robust liquidity risk management practices, including: – Daily LCR calculations – Monthly liquidity stress tests, including two FITB- specific scenarios over and above regulatory requirements – Monthly 2052a complex liquidity monitoring reporting Common equity tier 1 ratio1 Fully-phased common equity tier 1 ratio2 10.6% 10.8% 9.9% 9.9% 10.0% 9.2% Reported CET1 Ratio Fully-phased CET1 3Q25 4Q25 1Q26 2Q26 3Q263Q25 4Q25 1Q26 2Q26
Third-quarter 2026 earnings presentation, slide 12, liquidity sources, LCR and capital bridge; filed 2026-10-19 · Filed 19/10/2026
Fifth Third Bancorp and Subsidiaries
Regulatory Capital
$ in millions
As of
(unaudited)
September
June
March
December
September
2026(a)
2026
2026
2025
2025
Regulatory Capital
CET1 capital
$25,002
$24,508
$24,136
$18,099
$17,645
Additional tier 1 capital
2,182
2,182
2,182
1,770
1,770
Tier 1 capital
27,184
26,690
26,318
19,869
19,415
Tier 2 capital
4,099
4,173
4,179
3,197
3,204
Total regulatory capital
$31,283
$30,863
$30,497
$23,066
$22,619
Risk-weighted assets
$249,506
$246,820
$243,964
$167,431
$166,999
Ratios
Average total Bancorp shareholders' equity as a percent of average assets
11.37
%
11.50
%
11.34
%
10.11
%
10.02
%
Regulatory Capital Ratios
Fifth Third Bancorp
CET1 capital
10.02
%
9.93
%
9.89
%
10.81
%
10.57
%
Tier 1 risk-based capital
10.90
%
10.81
%
10.79
%
11.87
%
11.63
%
Total risk-based capital
12.54
%
12.50
%
12.50
%
13.78
%
13.54
%
Leverage
9.22
%
9.20
%
10.22
%
9.41
%
9.24
%
Fifth Third Bank, National Association
Tier 1 risk-based capital
11.73
%
11.70
%
11.73
%
13.09
%
12.95
%
Total risk-based capital
12.96
%
12.95
%
13.00
%
14.33
%
14.19
%
Leverage
9.96
%
9.99
%
11.16
%
10.41
%
10.31
%
Third-quarter 2026 earnings release, Regulatory Capital table, Bancorp and named bank subsidiary; filed 2026-10-19 · Filed 19/10/2026
%
9.41
%
9.24
%
Fifth Third Bank, National Association
Tier 1 risk-based capital
11.73
%
11.70
%
11.73
%
13.09
%
12.95
%
Total risk-based capital
12.96
%
12.95
%
13.00
%
14.33
%
14.19
%
Leverage
9.96
%
9.99
%
11.16
%
10.41
%
10.31
%
(a)Current period regulatory capital data and ratios are estimated.
Third-quarter 2026 earnings release, Regulatory Capital table continuation and estimated-current-period footnote; filed 2026-10-19 · Filed 19/10/2026
The following table presents the prescribed capital ratios as well as the actual ratios and amounts for the Bancorp and Bank as of December 31:
Regulatory Ratio Requirements
2025
2024(a)
($ in millions)
Minimum
Well-Capitalized
Ratio
Amount
Ratio
Amount
CET1 risk-based capital:
Fifth Third Bancorp
4.50
%
N/A
10.81
%
$
18,099
10.57
%
$
17,339
Fifth Third Bank, National Association
4.50
6.50
13.09
21,766
12.86
20,943
Tier 1 risk-based capital:
Fifth Third Bancorp
6.00
6.00
11.87
19,869
11.86
19,455
Fifth Third Bank, National Association
6.00
8.00
13.09
21,766
12.86
20,943
Total risk-based capital:
Fifth Third Bancorp
8.00
10.00
13.78
23,066
13.86
22,746
Fifth Third Bank, National Association
8.00
10.00
14.33
23,833
14.19
23,116
Leverage:(b)
Fifth Third Bancorp
4.00
N/A
9.41
19,869
9.22
19,455
Fifth Third Bank, National Association
4.00
5.00
10.41
21,766
10.02
20,943
(a)Regulatory capital ratios and amounts as of December 31, 2024 were calculated pursuant to the five-year transition provision option to phase in the effects of CECL on regulatory capital.
2025 Form 10-K, note 29, actual regulatory ratios and baseline requirements at December 31; filed 2026-02-24 · Filed 24/02/2026
At both December 31, 2025 and 2024, the Bancorp’s stress capital buffer requirement was 3.2%.
2025 Form 10-K, note 29, stress capital buffer at December 31, 2025 and 2024; filed 2026-02-24 · Filed 24/02/2026
(e) On February 18, 2026, the Human Capital and Compensation Committee (the “Compensation Committee”) of the Board of Directors of Fifth Third Bancorp (the “Bancorp”) approved grant awards to certain of the Bancorp’s named executive officers, which awards were issued to incentivize a successful integration following the previously announced merger by certain of the Bancorp’s subsidiaries with Comerica Incorporated and Comerica Holdings Incorporated (the “Merger”).
Executive compensation Form 8-K, integration awards approved and issued February 18, 2026; filed 2026-02-24 · Filed 24/02/2026
The Board granted these awards in the form of performance share units (“PSUs”), with payout levels determined based on performance against established goals under an integration scorecard, subject to a minimum payout of 0% and a maximum payout of 125%.
Executive compensation Form 8-K, integration scorecard and PSU payout range; filed 2026-02-24 · Filed 24/02/2026
In addition, if the Bancorp’s return on average tangible common equity for the fiscal year ending immediately prior to a vesting date (i.e., fiscal years 2026 and 2027) does not meet or exceed 2%, the Compensation Committee of the Bancorp’s Board of Directors may, in its discretion, cause the performance share award to be forfeited.
Executive compensation Form 8-K, discretionary forfeiture condition linked to tangible common equity returns; filed 2026-02-24 · Filed 24/02/2026
Under the revised guidelines, unvested restricted stock units are no longer counted toward meeting stock ownership requirements.
2026 proxy statement, enhanced ownership guidelines excluding unvested RSUs; filed 2026-03-09 · Filed 09/03/2026
Following adoption of the enhanced Stock Ownership Guidelines, all Named Executive Officers were in compliance with the updated guidelines.
2026 proxy statement, executive compliance following adoption of enhanced ownership guidelines; filed 2026-03-09 · Filed 09/03/2026
Spence, our President and CEO.
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Independent Director-Led Committees: All standing Committees of the Board of Directors are led by and entirely comprised of independent directors.
2026 proxy statement, independent standing committees; filed 2026-03-09 · Filed 09/03/2026
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Attendance: The Board of Directors and its Committees had a 97% aggregate attendance rate in 2025.
2026 proxy statement, actual 2025 board and committee attendance; filed 2026-03-09 · Filed 09/03/2026
3. Executive compensation was approved by an advisory vote of the common shareholders and the Preferred Shareholders of 699,182,469 votes for, 39,949,231 votes against, and 2,104,169 abstain, with 90,178,097 broker non-votes.
Annual-meeting results Form 8-K, completed advisory executive compensation vote; filed 2026-04-24 · Filed 24/04/2026
Additionally, Timothy N. Spence, the Bancorp’s Chairman, Chief Executive Officer and President will receive a PSU award, subject to additional restrictions beyond those for the other PSU recipients referenced above, with a grant date value of $5,000,000.
Executive compensation Form 8-K, combined chair, CEO and president roles and additional PSU award; filed 2026-02-24 · Filed 24/02/2026
In connection with the Transaction, on the Closing Date, (i) Fifth Third Intermediary assumed $1,790 million in aggregate principal amount of Comerica’s obligations with respect to Comerica’s 4.000% Senior Notes due 2029, 5.982% Fixed-to-Floating Rate Senior Notes due 2030 and 3.800% Subordinated Notes due 2026 (collectively, the “Comerica Parent Notes”) and (ii) Fifth Third Bank, National Association assumed $626 million in aggregate principal amount of Comerica Bank’s obligations with respect to Comerica Bank’s 7.875% Subordinated Notes due 2026 and 5.332% Fixed-to-Floating Rate Subordinated Notes due 2033 (collectively, the “Comerica Bank Notes”).
Acquisition closing Form 8-K, actual debt obligations assumed by intermediary and bank subsidiary; filed 2026-02-02 · Filed 02/02/2026
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INTRODUCTORY NOTE.
This Current Report on Form 8-K is being filed in connection with the closing on February 1, 2026 (the “Closing Date”) of the previously announced Mergers (as defined below) contemplated by the Agreement and Plan of Merger, dated as of October 5, 2025 (the “Merger Agreement”), by and among Fifth Third Bancorp, an Ohio corporation (“Fifth Third”), Comerica Incorporated, a Delaware corporation (“Comerica”), Fifth Third Financial Corporation, an Ohio corporation and a wholly owned subsidiary of Fifth Third (“Fifth Third Intermediary”), and Comerica Holdings Incorporated, a Delaware corporation and a wholly owned subsidiary of Comerica (“Comerica Holdings”).
Acquisition closing Form 8-K, February 1, 2026 closing and transaction parties; filed 2026-02-02 · Filed 02/02/2026
2. 3Q26 includes $74 million of branch-related real estate no longer intended to be used for banking purposes.
Third-quarter 2026 earnings presentation, asset-quality end note on branch-related real estate; filed 2026-10-19 · Filed 19/10/2026
3. 1Q26 excludes net charge-offs of $21 million which were taken immediately at time of merger.
Third-quarter 2026 earnings presentation, acquisition-date charge-off exclusion end note; filed 2026-10-19 · Filed 19/10/2026
