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Fifth Third Bank
FITB
#571
Rank
ยฃ32.23 B
Marketcap
๐Ÿ‡บ๐Ÿ‡ธ United States
Country
ยฃ35.57
Share price
-0.71%
Change (1 day)
21.68%
Change (1 year)
๐Ÿฆ Banks๐Ÿ’ณ Financial services
Categories
Fifth Third Bank (5/3 Bank) is an American regional bank headquartered in Cincinnati, Ohio.
  1. Fifth Third Bank
  2. Quarterly Reports (10-Q)
  3. Submitted on 2026-05-05

Fifth Third Bank - 10-Q quarterly report FY


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2026
Commission File Number 001-33653

53_Logo_horizontal_FullColor.jpg
Fifth Third Bancorp
(Exact name of Registrant as specified in its charter)
Ohio
31-0854434
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)
38 Fountain Square Plaza
Cincinnati, Ohio 45263
(Address of principal executive offices)
Registrant’s telephone number, including area code: (800) 972-3030
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading
Symbol(s)		 Name of each exchange
on which registered:
Common Stock, Without Par Value FITB The NASDAQ Stock Market LLC
Depositary Shares Representing a 1/1000th Ownership Interest in a Share of   
6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series IFITBIThe NASDAQ Stock Market LLC
Depositary Shares Representing a 1/40th Ownership Interest in a Share of   
6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series AFITBPThe NASDAQ Stock Market LLC
Depositary Shares Representing a 1/1000th Ownership Interest in a Share of   
4.95% Non-Cumulative Perpetual Preferred Stock, Series KFITBOThe NASDAQ Stock Market LLC
Depositary Shares Representing a 1/40th Ownership Interest in a Share of
6.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series MFITBMTheNASDAQStock Market LLC
There were 906,311,548 shares of the Registrant’s common stock, without par value, outstanding as of April 30, 2026.





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FINANCIAL CONTENTS
Part I. Financial Information
2
3
Overview
3
Non-GAAP Financial Measures
7
Recent Accounting Standards
9
Critical Accounting Policies
9
Statements of Income Analysis
9
Balance Sheet Analysis
16
Business Segment Review
23
Risk Management—Overview
28
Credit Risk Management
28
Interest Rate and Price Risk Management
42
Liquidity Risk Management
45
Capital Management
47
49
49
50
Balance Sheets (unaudited)
50
Statements of Income (unaudited)
51
Statements of Comprehensive Income (unaudited)
52
Statements of Changes in Equity (unaudited)
53
Statements of Cash Flows (unaudited)
54
Notes to Condensed Consolidated Financial Statements (unaudited)
55
Part II. Other Information
110
110
110
110
110
110
111
112

FORWARD-LOOKING STATEMENTS
This report contains statements that we believe are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder. All statements other than statements of historical fact are forward-looking statements. These statements relate to our financial condition, results of operations, plans, objectives, future performance, capital actions or business. They usually can be identified by the use of forward-looking language such as “will likely result,” “may,” “are expected to,” “is anticipated,” “potential,” “estimate,” “forecast,” “projected,” “intends to,” or may include other similar words or phrases such as “believes,” “plans,” “trend,” “objective,” “continue,” “remain,” or similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” or similar verbs. You should not place undue reliance on these statements, as they are subject to risks and uncertainties, including but not limited to the risk factors set forth in our most recent Annual Report on Form 10-K, as updated by our Quarterly Reports on Form 10-Q. Moreover, you should treat these statements as speaking only as of the date they are made and based only on information then actually known to us. There are a number of important factors that could cause future results to differ materially from historical performance and these forward-looking statements. Factors that might cause such a difference include, but are not limited to: (1) deteriorating credit quality; (2) loan concentration by location or industry of borrowers or collateral; (3) any instability or disruption in the financial system, including those caused by actual or perceived issues affecting the soundness of other financial institutions or market participants; (4) inadequate sources of funding or liquidity; (5) unfavorable actions of rating agencies; (6) inability to maintain or grow deposits; (7) limitations on the ability to receive dividends from subsidiaries; (8) cyber-security risks; (9) Fifth Third’s ability to secure confidential information and deliver products and services through the use of computer systems and telecommunications networks; (10) failures by third-party service providers; (11) inability to manage strategic initiatives and/or organizational changes; (12) inability to implement technology system enhancements, including the use of artificial intelligence; (13) failure of internal controls and other risk management programs; (14) losses related to fraud, theft, misappropriation or violence; (15) inability to attract and retain skilled personnel; (16) adverse impacts of government regulation; (17) governmental or regulatory changes or other actions; (18) failures to meet applicable capital requirements; (19) regulatory objections to Fifth Third’s capital plan; (20) regulation of Fifth Third’s derivatives activities; (21) deposit insurance premiums; (22) assessments for the orderly liquidation fund; (23) weakness in the national or local economies; (24) global political and economic uncertainty or negative actions; (25) changes in interest rates and the effects of inflation; (26) changes in U.S. 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. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as may be required by law, and we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The information contained herein is intended to be reviewed in its totality, and any stipulations, conditions or provisos that apply to a given piece of information in one part of this report should be read as applying mutatis mutandis to every other instance of such information appearing herein.
1




PART I. FINANCIAL INFORMATION
Glossary of Abbreviations and Acronyms
Fifth Third Bancorp provides the following list of abbreviations and acronyms as a tool for the reader that are used in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the Condensed Consolidated Financial Statements and the Notes to Condensed Consolidated Financial Statements.
ACL: Allowance for Credit Losses
HTM: Held-to-Maturity
AFS: Available-for-Sale
IPO: Initial Public Offering
ALLL: Allowance for Loan and Lease Losses
IRC: Internal Revenue Code
AOCI: Accumulated Other Comprehensive Income (Loss)
IRLC: Interest Rate Lock Commitment
APR: Annual Percentage Rate
IRS: Internal Revenue Service
ARM: Adjustable Rate Mortgage
ISDA: International Swaps and Derivatives Association, Inc.
ASC: Accounting Standards Codification
LIBOR: London Interbank Offered Rate
ASU: Accounting Standards Update
LIHTC: Low-Income Housing Tax Credit
ATM: Automated Teller Machine
LLC: Limited Liability Company
BOLI: Bank Owned Life Insurance
LTV: Loan-to-Value Ratio
bps: Basis Points
MD&A: Management’s Discussion and Analysis of Financial
C&I: Commercial and Industrial
Condition and Results of Operations
CD: Certificate of Deposit
MSR: Mortgage Servicing Right
CDC: Fifth Third Community Development Corporation and Fifth Third
N/A: Not Applicable
Community Development Company, LLC
NAV: Net Asset Value
CET1: Common Equity Tier 1
NII: Net Interest Income
CFPB: United States Consumer Financial Protection Bureau
NM: Not Meaningful
DCF: Discounted Cash Flow
OAS: Option-Adjusted Spread
DTCC: Depository Trust & Clearing Corporation
OCC: Office of the Comptroller of the Currency
ERMC: Enterprise Risk Management Committee
OCI: Other Comprehensive Income (Loss)
EVE: Economic Value of Equity
OREO: Other Real Estate Owned
FASB: Financial Accounting Standards Board
PCD: Purchase Credit-Deteriorated
FDIC: Federal Deposit Insurance Corporation
PSL: Purchased Seasoned Loans
FHA: Federal Housing Administration
ROU: Right-of-Use
FHLB: Federal Home Loan Bank
SBA: Small Business Administration
FICO: Fair Isaac Corporation (credit rating)
SEC: United States Securities and Exchange Commission
FINRA: Financial Industry Regulatory Authority
SOFR: Secured Overnight Financing Rate
FRB: Federal Reserve Bank
TBA: To Be Announced
FTE: Fully Taxable Equivalent
TILA: Truth in Lending Act
FTP: Funds Transfer Pricing
U.S.: United States of America
FTS: Fifth Third Securities, Inc.
U.S. GAAP: United States Generally Accepted Accounting
GDP: Gross Domestic Product
Principles
GNMA: Government National Mortgage Association
VA: United States Department of Veterans Affairs
GSE: United States Government Sponsored Enterprise
VIE: Variable Interest Entity

2

Table of Contents
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Item 2)
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 Condensed 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
Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. At March 31, 2026, the Bancorp had $297 billion in assets and operated 1,489 full-service banking centers and 2,643 Fifth Third ATMs in fifteen states throughout its footprint. The Bancorp reports on three business segments: Commercial Banking, Consumer and Small Business Banking and Wealth and Asset Management.

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 as well as the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2025. 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 Quarterly Report on Form 10-Q. The abbreviations and acronyms identified therein are used throughout this MD&A, as well as the Condensed Consolidated Financial Statements and Notes to Condensed 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 three months ended March 31, 2026, net interest income on an FTE basis and noninterest income provided 68% and 32% 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, 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.

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, card and processing expense, equipment expense, marketing expense, loan and lease 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.

On February 1, 2026, the Bancorp issued 16,000,000 depository shares representing 400,000 shares of 6.875% fixed‑rate reset non‑cumulative perpetual preferred stock, Series M, to holders of Comerica’s outstanding Series B preferred stock as of January 30, 2026. Each Series M share carries a $1,000 liquidation preference and pays non‑cumulative quarterly dividends at a 6.875% rate, accruing from January 1, 2026, with the first payment due April 1, 2026. Subject to regulatory approval, the Bancorp may redeem the Series M shares, in whole or in part, on any dividend payment date on or after October 1, 2030, or in whole within 90 days following a regulatory capital event. The Series M preferred stock is perpetual and is not convertible into common stock or any other securities.

Refer to Note 4 of the Notes to Condensed Consolidated Financial Statements for more information.

3

Table of Contents
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Senior Notes Offerings
On January 29, 2026, the Bancorp issued and sold $1.0 billion of fixed-rate/floating-rate senior notes which will mature on April 29, 2032. The senior notes will bear interest at a rate of 4.566% per annum to, but excluding, April 29, 2031. From, and including, April 29, 2031, to, but excluding, the maturity date, the senior notes will bear interest at a rate of compounded SOFR plus 0.95%.

On January 29, 2026, the Bancorp issued and sold $1.0 billion of fixed-rate/floating-rate senior notes which will mature on January 29, 2037. The senior notes will bear interest at a rate of 5.141% per annum to, but excluding, January 29, 2036. From, and including, January 29, 2036 to, but excluding, the maturity date, the senior notes will bear interest at a rate of compounded SOFR plus 1.24%.

Refer to Note 14 of the Notes to Condensed Consolidated Financial Statements for more information.

Proposed Updates to Regulatory Requirements for Capital
On March 19, 2026, the U.S. banking agencies issued notices of proposed rulemaking to revise the U.S. regulatory capital framework to finalize the post-crisis Basel III reforms. Comments are due by June 18, 2026 with final implementation expected to include a multi-year transition. Under the Federal Reserve’s enhanced prudential standards tailoring framework, the Bancorp is currently a Category IV banking organization and expects, as a result of the Comerica acquisition, to become subject to standards applicable to Category III banking organizations by the end of 2026. The Bank, as the Bancorp’s insured depository institution subsidiary, would also be subject to certain requirements applicable to Category III or Category IV banking organizations. As either Category III or Category IV institutions, the Bancorp and the Bank would not be required to adopt the new expanded risk‑based approach under the proposed rules, although the proposed rules would permit an election to adopt the expanded risk‑based approach. However, if implemented as proposed, the rules would impact how the Bancorp and the Bank calculate capital requirements. Effective dates for the proposed rules were not proposed. The Bancorp is in the process of evaluating this proposed rulemaking and assessing its potential impact.

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. There have been no material changes made during the first quarter of 2026 to the Bancorp’s key performance indicators. Refer to the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2025 for more information.


4

Table of Contents
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
TABLE 1: Earnings Summary
For the three months ended
March 31,		%
($ in millions, except for per share data)20262025Change
Income Statement Data
Net interest income (U.S. GAAP)$1,934 1,437 35
Net interest income (FTE)(a)(b)
1,939 1,442 34
Noninterest income895 694 29
Total revenue (FTE)(a)(b)
2,834 2,136 33
Provision for credit losses227 174 30
Noninterest expense2,395 1,304 84
Net income165 515 (68)
Dividends on preferred stock37 37 —
Net income available to common shareholders128 478 (73)
Common Share Data
Earnings per share - basic$0.16 0.71 (77)
Earnings per share - diluted0.15 0.71 (79)
Cash dividends declared per common share0.40 0.37 8
Book value per share35.24 27.41 29
Market value per share46.46 39.20 19
Financial Ratios
Return on average assets0.25 %0.99 (75)
Return on average common equity1.8 10.8 (83)
Return on average tangible common equity(b)
3.5 15.2 (77)
Dividend payout250.0 52.1 380
Credit Quality
Net losses charged-off as a percent of average portfolio loans and leases (annualized)0.37 %0.46 (20)
ALLL as a percent of portfolio loans and leases1.66 1.95 (15)
ACL as a percent of portfolio loans and leases1.79 2.07 (14)
Nonperforming portfolio assets as a percent of portfolio loans and leases and OREO0.57 0.81 (30)
Regulatory Capital Ratios
CET1 risk-based capital9.89 %10.43 (5)
Tier 1 risk-based capital10.79 11.71 (8)
Total risk-based capital12.50 13.63 (8)
Leverage 10.22 9.23 11
(a)Amounts presented on an FTE basis. The FTE adjustments were $5 for both the three months ended March 31, 2026 and 2025.
(b)This is a non-GAAP measure. For further information, refer to the Non-GAAP Financial Measures section of MD&A.

Earnings Summary
Net interest income on an FTE basis (non-GAAP) was $1.9 billion for the three months ended March 31, 2026, increasing $497 million compared to the same period in the prior year. Net interest income for the three months ended March 31, 2026 reflected the impact of the Comerica acquisition, including $73.0 billion of interest-earning assets acquired as well as $48.2 billion of interest-bearing liabilities and $24.9 billion of noninterest-bearing liabilities assumed on February 1, 2026. Net interest income for the three months ended March 31, 2026 was positively impacted by higher average balances of interest-earning assets primarily driven by the previously mentioned Comerica acquisition and lower funding costs due to the benefit of lower short-term market rates. Additionally, the increase for the three months ended March 31, 2026 was also driven by a decrease in the average balances of FHLB advances. These positive impacts were partially offset by increases in interest expense primarily due to higher average balances of interest-bearing core deposits and long-term debt primarily driven by the previously mentioned Comerica acquisition and lower yields on average loans and leases and average other short-term investments driven by lower short-term market rates. Additionally, net interest income for the three months ended March 31, 2026 included $38 million of amortization and accretion of purchase accounting premiums and discounts related to the Comerica acquisition. Net interest margin on an FTE basis (non-GAAP) was 3.30% for the three months ended March 31, 2026 compared to 3.03% for the comparable period in the prior year.

The provision for credit losses was $227 million and $174 million for the three months ended March 31, 2026 and 2025, respectively. Provision expense for the three months ended March 31, 2026 was affected by factors which caused an increase in the ACL from March 31, 2025, including an increase in provision for the reserve for unfunded commitments recorded as part of the initial recognition of the reserve for unfunded commitments assumed in the Comerica acquisition and an overall deterioration in the economic forecasts used to calculate the ACL, inclusive of a qualitative adjustment to reflect economic uncertainty associated with the ongoing U.S.-Iran conflict. These factors were partially offset by favorable impacts from improvements in the risk profile of the loan and lease portfolio.

5

Table of Contents
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Noninterest income increased $201 million for the three months ended March 31, 2026 compared to the same period in the prior year primarily driven by increases in commercial payments revenue, wealth and asset management revenue, capital markets fees and commercial banking revenue. These increases included two months of activity attributable to the Comerica acquisition.

Noninterest expense increased $1.1 billion for the three months ended March 31, 2026 compared to the same period in the prior year primarily due to increases in compensation and benefits expense, technology and communications expense, card and processing expense, net occupancy expense, marketing expense and other noninterest expense. These increases included direct-merger related expenses as well as two months of activity attributable to the Comerica acquisition.

For more information on net interest income, provision for credit losses, noninterest income and noninterest expense, including impacts of the Comerica acquisition, refer to the Statements of Income Analysis section of MD&A.
6

Table of Contents
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
NON-GAAP FINANCIAL MEASURES
The following are non-GAAP financial measures which provide useful insight to the reader of the Condensed 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 Condensed 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 three months ended
March 31,
($ in millions)20262025
Net interest income (U.S. GAAP)$1,934 1,437 
Add: FTE adjustment5 5 
Net interest income on an FTE basis (1)$1,939 1,442 
Net interest income on an FTE basis (annualized) (2)7,864 5,848 
Interest income (U.S. GAAP)$2,972 2,432 
Add: FTE adjustment5 5 
Interest income on an FTE basis$2,977 2,437 
Interest income on an FTE basis (annualized) (3)12,073 9,883 
Interest expense (annualized) (4)$4,210 4,035 
Noninterest income (5)895 694 
Noninterest expense (6)2,395 1,304 
Average interest-earning assets (7)237,961 192,808 
Average interest-bearing liabilities (8)172,326 144,285 
Ratios:
Net interest margin on an FTE basis (2) / (7)3.30 %3.03 
Net interest rate spread on an FTE basis ((3) / (7)) - ((4) / (8))2.63 2.33 
Efficiency ratio on an FTE basis (6) / ((1) + (5))84.5 61.0 

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.

7

Table of Contents
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
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 three months ended
March 31,
($ in millions)
20262025
Net income available to common shareholders (U.S. GAAP)$128 478 
Add: Intangible amortization, net of tax34 6 
Tangible net income available to common shareholders$162 484 
Tangible net income available to common shareholders (annualized) (1)657 1,963 
Average Bancorp shareholders’ equity (U.S. GAAP)$30,108 20,000 
Less: Average preferred stock2,040 2,116 
Average goodwill8,686 4,918 
Average intangible assets841 86 
Average tangible common equity (2)$18,541 12,880 
Return on average tangible common equity (1) / (2)3.5 %15.2 

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.

The following table reconciles non-GAAP capital ratios to U.S. GAAP:
TABLE 4: Non-GAAP Financial Measures - Capital Ratios
As of ($ in millions)March 31,
2026		December 31,
2025
Total Bancorp shareholders’ equity (U.S. GAAP)$34,106 21,724 
Less: Preferred stock2,182 1,770 
Goodwill9,966 4,947 
Intangible assets1,233 69 
AOCI(3,234)(3,110)
Tangible common equity, excluding AOCI (1)$23,959 18,048 
Add: Preferred stock2,182 1,770 
Tangible equity (2)$26,141 19,818 
Total assets (U.S. GAAP)$297,039 214,376 
Less: Goodwill9,966 4,947 
Intangible assets1,233 69 
AOCI, before tax(4,255)(4,092)
Tangible assets, excluding AOCI (3)$290,095 213,452 
Ratios:
Tangible equity as a percentage of tangible assets (2) / (3)9.01  %9.28 
Tangible common equity as a percentage of tangible assets (1) / (3)8.26 8.46 

8

Table of Contents
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
RECENT ACCOUNTING STANDARDS
Note 3 of the Notes to Condensed Consolidated Financial Statements provides a discussion of the significant new accounting standard applicable to the Bancorp and the expected impact of significant accounting standards issued, but not yet required to be adopted.

CRITICAL ACCOUNTING POLICIES
The Bancorp’s Condensed 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. These accounting policies are discussed in detail in the Critical Accounting Policies section of the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to the valuation techniques or models during the three months ended March 31, 2026.

STATEMENTS OF INCOME ANALYSIS

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.

Table 5 presents the components of net interest income, net interest margin and net interest rate spread for the three months ended March 31, 2026 and 2025, 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 $1.9 billion for the three months ended March 31, 2026, increasing $497 million compared to the same period in the prior year. Net interest income for the three months ended March 31, 2026 reflected the impact of the Comerica acquisition, including $73.0 billion of interest-earning assets acquired as well as $48.2 billion of interest-bearing liabilities and $24.9 billion of noninterest-bearing liabilities assumed on February 1, 2026. Net interest income for the three months ended March 31, 2026 was positively impacted by higher average balances of interest-earning assets primarily driven by the previously mentioned Comerica acquisition and lower funding costs due to the benefit of lower short-term market rates. Additionally, the increase for the three months ended March 31, 2026 was also driven by a decrease in the average balances of FHLB advances. These positive impacts were partially offset by increases in interest expense primarily due to higher average balances of interest-bearing core deposits and long-term debt primarily driven by the previously mentioned Comerica acquisition and lower yields on average loans and leases and average other short-term investments driven by lower short-term market rates. The increase in average long-term debt for the three months ended March 31, 2026 also reflected the Bancorp’s January 2026 issuance of $2.0 billion of fixed-rate/floating-rate senior notes. Additionally, net interest income for the three months ended March 31, 2026 included $38 million of amortization and accretion of purchase accounting premiums and discounts related to the Comerica acquisition.

Net interest rate spread on an FTE basis (non-GAAP) was 2.63% for the three months ended March 31, 2026 compared to 2.33% for the same period in the prior year. Changes in market rates resulted in a decrease in rates paid on average interest-bearing liabilities of 36 bps, partially offset by a decrease in yields on average interest-earning assets of 6 bps for the three months ended March 31, 2026 compared to the same period in the prior year.

Net interest margin on an FTE basis (non-GAAP) was 3.30% for the three months ended March 31, 2026 compared to 3.03% for the comparable period in the prior year. Net interest margin for the three months ended March 31, 2026 was positively impacted by the Comerica acquisition, primarily driven by the aforementioned amortization and accretion of purchase accounting premiums and discounts, as well as the benefit of investment securities repositioning and deposit mix shift.

Interest income on an FTE basis (non-GAAP) from loans and leases increased $477 million during the three months ended March 31, 2026 compared to the same period in the prior year primarily driven by an increase in the average balances of loans and leases, partially offset by a decrease in yields on average commercial loans and leases associated with lower short-term market rates. Interest income on an FTE basis (non-GAAP) from securities and other short-term investments increased $63 million during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily due to increases in the average balances of other short-term investments and taxable securities coupled with an increase in the yields on average taxable securities, partially offset by lower yields on average other short-term investments due to lower short-term market rates.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Interest expense on average core deposits increased $72 million for the three months ended March 31, 2026 compared to the same period in the prior year primarily due to an increase in the average balances of interest-bearing core deposits, partially offset by a decrease in the cost of average interest-bearing core deposits to 212 bps for the three months ended March 31, 2026 from 239 bps for the three months ended March 31, 2025.

Interest expense on average wholesale funding decreased $29 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily due to a decrease in the average balances of FHLB advances and a decrease in the rates paid on average wholesale funding, partially offset by an increase in the average balances of long-term debt. During the three months ended March 31, 2026, average wholesale funding represented 13% of average interest-bearing liabilities compared to 15% for the three months ended March 31, 2025. 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.

Average Balance Sheet
On an average basis, interest-earning assets increased $45.2 billion, or 23%, for the three months ended March 31, 2026 compared to the same period in the prior year primarily driven by the impact of the Comerica acquisition on February 1, 2026 which included the acquisition of $46.5 billion of commercial loans and leases, $4.1 billion of consumer loans, $11.2 billion of other short-term investments and $11.2 billion of securities.

On an average basis, interest-bearing liabilities increased $28.0 billion, or 19%, for the three months ended March 31, 2026 compared to the same period in the prior year primarily driven by the impact of the Comerica acquisition which included the assumption of $40.6 billion of interest-bearing core deposits and $5.5 billion of long-term debt. Average core deposits represented 78% and 77% of average total assets for the three months ended March 31, 2026 and 2025, respectively.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
TABLE 5: Condensed Consolidated Average Balance Sheets and Analysis of Net Interest Income on an FTE Basis
For the three months endedMarch 31, 2026March 31, 2025
Attribution of Change in
Net Interest Income(a)
($ in millions)Average BalanceInterest Earned/PaidAverage Yield/ RateAverage BalanceInterest Earned/PaidAverage Yield/ RateVolumeYield/ RateTotal
Assets:
Interest-earning assets:
Loans and leases:(b)
 Commercial and industrial loans$73,302 1,066 5.89 %$53,430 819 6.22 %$291 (44)247 
 Commercial mortgage loans22,005 318 5.85 12,388 182 5.97 140 (4)136 
 Commercial construction loans7,287 116 6.45 5,813 99 6.92 24 (7)17 
 Commercial leases3,347 40 4.86 3,110 37 4.80 3 — 3 
Total commercial loans and leases$105,941 1,540 5.89 %$74,741 1,137 6.17 %$458 (55)403 
Residential mortgage loans19,414 200 4.18 17,980 176 3.96 14 10 24 
Home equity6,065 105 7.02 4,222 79 7.57 32 (6)26 
Indirect secured consumer loans18,105 247 5.54 16,476 226 5.57 22 (1)21 
Credit card1,659 57 13.94 1,627 59 14.76 1 (3)(2)
Solar energy installation loans4,516 91 8.17 4,221 84 8.03 6 1 7 
Other consumer loans2,583 56 8.77 2,497 58 9.37 2 (4)(2)
Total consumer loans$52,342 756 5.86 %$47,023 682 5.88 %$77 (3)74 
Total loans and leases$158,283 2,296 5.88 %$121,764 1,819 6.06 %$535 (58)477 
Securities:
Taxable58,587 492 3.41 55,205 442 3.25 28 22 50 
Exempt from income taxes(b)
1,363 11 3.26 1,393 11 3.18 — — — 
Other short-term investments19,728 178 3.67 14,446 165 4.64 52 (39)13 
Total interest-earning assets$237,961 2,977 5.07 %$192,808 2,437 5.13 %$615 (75)540 
Cash and due from banks3,066 2,388 
Other assets27,210 17,714 
Allowance for loan and lease losses(2,686)(2,352)
Total assets
$265,551 $210,558 
Liabilities and Equity:
Interest-bearing liabilities:
Interest checking deposits$67,369 364 2.19 %$57,964 384 2.69 %$57 (77)(20)
Savings deposits17,546 15 0.35 17,226 23 0.53 — (8)(8)
Money market deposits54,219 320 2.39 36,453 218 2.43 105 (3)102 
CDs $250,000 or less11,641 90 3.14 10,380 92 3.61 11 (13)(2)
Total interest-bearing core deposits$150,775 789 2.12 %$122,023 717 2.39 %$173 (101)72 
CDs over $250,0002,807 24 3.41 2,346 26 4.43 5 (7)(2)
Federal funds purchased178 2 3.66 194 2 4.38 — — — 
Securities sold under repurchase agreements322 1 1.09 286 1 0.92 — — — 
FHLB advances99 1 4.10 4,767 54 4.62 (48)(5)(53)
Derivative collateral and other borrowed money83 1 7.49 84 1 6.46 — — — 
Long-term debt18,062 220 4.93 14,585 194 5.38 43 (17)26 
Total interest-bearing liabilities$172,326 1,038 2.44 %$144,285 995 2.80 %$173 (130)43 
Demand deposits55,770 39,788 
Other liabilities7,347 6,485 
Total liabilities$235,443 $190,558 
Total equity$30,108 $20,000 
Total liabilities and equity$265,551 $210,558 
Net interest income (FTE)(c)
$1,939 $1,442 $442 55 497 
Net interest margin (FTE)(c)
3.30 %3.03 %
Net interest rate spread (FTE)(c)
2.63 2.33 
Interest-bearing liabilities to interest-earning assets72.42 74.83 
(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.
(b)The FTE adjustments included in the above table were $5 for both the three months ended March 31, 2026 and 2025.
(c)This is a non-GAAP measure. For further information, refer to the Non-GAAP Financial Measures section of MD&A.


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Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
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 the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2025.

The provision for credit losses was $227 million and $174 million for the three months ended March 31, 2026 and 2025, respectively. Provision expense for the three months ended March 31, 2026 was affected by factors which caused an increase in the ACL from December 31, 2025, including an increase in provision for the reserve for unfunded commitments recorded as part of the initial recognition of the reserve for unfunded commitments assumed in the Comerica acquisition and an overall deterioration in the economic forecasts used to calculate the ACL, inclusive of a qualitative adjustment to reflect economic uncertainty associated with the ongoing U.S.-Iran conflict. These factors were partially offset by favorable impacts from improvements in the risk profile of the loan and lease portfolio.

The ALLL increased $669 million from December 31, 2025 to $2.9 billion at March 31, 2026. This increase reflects the impact of the Comerica acquisition, including the initial recognition of allowances on PCD loans and leases of $180 million and on PSLs of $481 million as of the acquisition date. At March 31, 2026, the ALLL as a percent of portfolio loans and leases decreased to 1.66%, compared to 1.84% at December 31, 2025.

The reserve for unfunded commitments increased $75 million from December 31, 2025 to $232 million at March 31, 2026. This increase reflects the impact of the Comerica acquisition, which included approximately $75 million in reserves for unfunded commitments recognized on the acquisition date. At March 31, 2026, the ACL as a percent of portfolio loans and leases decreased to 1.79%, compared to 1.96% at December 31, 2025.

Refer to the Credit Risk Management subsection of the Risk Management section of MD&A as well as Note 7 of the Notes to Condensed 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 $201 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, which included two months of activity attributable to the Comerica acquisition.

The following table presents the components of noninterest income:
TABLE 6: Components of Noninterest Income
For the three months ended
March 31,
($ in millions)20262025% Change
Wealth and asset management revenue$233 172 35 
Commercial payments revenue218 153 42 
Consumer banking revenue146 137 7 
Capital markets fees134 90 49 
Commercial banking revenue105 80 31 
Mortgage banking net revenue44 57 (23)
Other noninterest income27 14 93 
Securities losses, net(12)(9)33 
Total noninterest income$895 694 29 

Wealth and asset management revenue increased $61 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily driven by increases in personal asset management revenue, brokerage income and institutional trust income. The Bancorp’s trust and registered investment advisory businesses had approximately $865 billion and $639 billion in total assets under care as of March 31, 2026 and 2025, respectively, and managed $119 billion and $68 billion in assets for individuals, corporations and not-for-profit organizations as of March 31, 2026 and 2025, respectively. These balances reflect the impact of the Comerica acquisition on February 1, 2026, which included $180 billion of assets under care and $43 billion of assets under management.

Commercial payments revenue increased $65 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily driven by higher treasury management fees and merchant payment processing revenue from increased volume, as well as the impact of revenue from the Direct Express government prepaid card program.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Capital markets fees increased $44 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily driven by increases in loan syndication revenue, merger and acquisition fees and revenue from commercial customer derivatives.

Commercial banking revenue increased $25 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily driven by an increase in business lending fees.

Mortgage banking net revenue decreased $13 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

The following table presents the components of mortgage banking net revenue:
TABLE 7: Components of Mortgage Banking Net Revenue
For the three months ended
March 31,
($ in millions)20262025
Origination fees and gains on loan sales$23 14 
Net mortgage servicing revenue:
Gross mortgage servicing fees70 74 
Net valuation adjustments on MSRs and free-standing derivatives
  purchased to economically hedge MSRs		(49)(31)
Net mortgage servicing revenue21 43 
Total mortgage banking net revenue$44 57 

Origination fees and gains on loan sales increased $9 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily driven by higher volumes of saleable rate lock mortgage loan originations. Residential mortgage loan originations increased to $1.9 billion for the three months ended March 31, 2026 from $1.4 billion for the three months ended March 31, 2025 primarily due to lower mortgage interest rates, which also drove an increase in correspondent channel volume.

The following table presents the components of net valuation adjustments on the MSR portfolio and the impact of the Bancorp’s hedging strategy:
TABLE 8: Components of Net Valuation Adjustments on MSRs
For the three months ended
March 31,
($ in millions)20262025
Changes in fair value and settlement of free-standing derivatives purchased
  to economically hedge the MSR portfolio
$(11)19 
Changes in fair value:
Due to changes in inputs or assumptions(a)
1 (16)
Other changes in fair value(b)
(39)(34)
Net valuation adjustments on MSRs and free-standing derivatives purchased to economically hedge MSRs$(49)(31)
(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 11 of the Notes to Condensed 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 12 of the Notes to Condensed 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 losses and gains on these securities were immaterial for both the three months ended March 31, 2026 and 2025.

At March 31, 2026 and 2025, the Bancorp serviced $86.7 billion and $92.8 billion, respectively, of residential mortgage loans for other investors.

Other noninterest income increased $13 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily due to a gain on the swap associated with the sale of Visa, Inc. Class B Shares and an increase in BOLI income, partially offset by impairment charges recognized on bank premises and equipment associated with the acquisition of Comerica. Refer to Note 21 of the Notes to Condensed Consolidated Financial Statements for additional information on the valuation of the swap associated with the sale of Visa, Inc. Class B Shares and impairment charges recognized on bank premises and equipment.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Net securities losses were $12 million for the three months ended March 31, 2026 compared to $9 million for the three months ended March 31, 2025. For more information, refer to Note 5 of the Notes to Condensed Consolidated Financial Statements.

Noninterest Expense
Noninterest expense increased $1.1 billion for the three months ended March 31, 2026 compared to the same period in the prior year.

The following table presents the components of noninterest expense:
TABLE 9: Components of Noninterest Expense
For the three months ended
March 31,
($ in millions)20262025% Change
Compensation and benefits$1,410 750 88
Technology and communications204 123 66
Net occupancy expense140 87 61
Card and processing expense79 21 276
Equipment expense55 42 31
Marketing expense50 28 79
Loan and lease expense42 30 40
Other noninterest expense415 223 86
Total noninterest expense$2,395 1,304 84
Efficiency ratio on an FTE basis(a)
84.5 %61.0 
(a)This is a non-GAAP measure. For further information, refer to the Non-GAAP Financial Measures section of MD&A.

The Bancorp incurred direct merger-related expenses associated with the Comerica acquisition. These expenses primarily related to employee change in control and termination expenses, system conversions and other costs of integrating and conforming the acquired operations with those of the Bancorp. The following table provides a summary of the direct merger-related expenses recorded in noninterest expense:
TABLE 10: Merger-Related Items Included in Noninterest Expense
($ in millions)
For the three months ended March 31, 2026
Compensation and benefits$427 
Technology and communications21 
Net occupancy expense25 
Card and processing expense30 
Equipment expense4 
Other noninterest expense128 
Total$635 

In addition to the direct merger-related expenses summarized in Table 10, noninterest expense for the three months ended March 31, 2026 included two months of activity attributable to the Comerica acquisition.

Compensation and benefits expense increased $660 million for the three months ended March 31, 2026 compared to the same period in the prior year primarily driven by $427 million of merger-related expenses, including employee change in control and termination expenses, as well as increases in base compensation and performance-based compensation. Full-time equivalent employees totaled 25,980 at March 31, 2026 compared to 18,786 at March 31, 2025.
Technology and communications expense increased $81 million for the three months ended March 31, 2026, compared to the same period in the prior year primarily driven by $21 million of merger-related expenses and increased investments in strategic initiatives and technology modernization.

Net occupancy expense increased $53 million for the three months ended March 31, 2026 compared to the same period in the prior year primarily driven by $25 million of merger-related expenses and increased expenses associated with the Bancorp’s continued expansion into the Southeast markets as well as into Texas and California.

Card and processing expense increased $58 million for the three months ended March 31, 2026 compared to the same period in the prior year primarily driven by $30 million of merger-related expenses as well as expenses associated with the Direct Express government prepaid card program.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Marketing expense increased $22 million for the three months ended March 31, 2026 compared to the same period in the prior year primarily due to increased spend on customer acquisition activities.

The following table presents the components of other noninterest expense:
TABLE 11: Components of Other Noninterest Expense
For the three months ended
March 31,
($ in millions)20262025
Professional service fees$72 12 
FDIC insurance and other taxes50 42 
Intangible amortization45 8 
Insurance33 4 
Data processing26 19 
Losses and adjustments25 17 
Securities recordkeeping24 14 
Travel21 16 
Leasing business expense18 18 
Dues and subscriptions18 17 
Other, net83 56 
Total other noninterest expense$415 223 

Other noninterest expense increased $192 million for the three months ended March 31, 2026 compared to the same period in the prior year primarily driven by $128 million in merger-related expenses. These expenses primarily included professional service fees, including mergers and acquisitions advisory expense, insurance expense and expense related to retirement termination benefits associated with former employees of Comerica. Additionally, the increase for the three months ended March 31, 2026 included an increase in intangible amortization expense attributable to the Comerica acquisition.

Applicable Income Taxes
The Bancorp’s income before income taxes, applicable income tax expense and effective tax rate are as follows:
TABLE 12: Applicable Income Taxes
For the three months ended
March 31,
($ in millions)20262025
Income before income taxes$207 653 
Applicable income tax expense42 138 
Effective tax rate20.1  %21.2 

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 rate decreased to 20.1% for the three months ended March 31, 2026 compared to 21.2% for the same period in the prior year primarily related to an increase in excess benefits related to share-based compensation, partially offset by an increase in state tax expense which included a discrete state tax adjustment related to the Comerica acquisition.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
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. The following table presents the end of period components of loans and leases, including loans and leases held for sale:
TABLE 13: Components of Loans and Leases (including loans and leases held for sale)
As of ($ in millions)March 31, 2026December 31, 2025
Commercial loans and leases:
Commercial and industrial loans$84,399 52,795 
Commercial mortgage loans27,192 12,257 
Commercial construction loans8,396 5,316 
Commercial leases3,523 3,269 
Total commercial loans and leases$123,510 73,637 
Consumer loans:
Residential mortgage loans20,221 18,310 
Home equity6,735 4,846 
Indirect secured consumer loans18,296 17,964 
Credit card1,658 1,747 
Solar energy installation loans4,465 4,560 
Other consumer loans2,730 2,320 
Total consumer loans$54,105 49,747 
Total loans and leases$177,615 123,384 
Total portfolio loans and leases (excluding loans and leases held for sale)$176,250 122,651 

Total loans and leases, including loans and leases held for sale, increased $54.2 billion, or 44%, from December 31, 2025 primarily driven by the Comerica acquisition as the Bancorp acquired commercial and consumer loans and leases of $50.5 billion at acquisition. Table 14 summarizes the detail of loans and leases acquired as a result of the Comerica acquisition on February 1, 2026.

TABLE 14: Loans and Leases Acquired
($ in millions)
Commercial loans and leases:
Commercial and industrial loans$28,523 
Commercial mortgage loans15,113 
Commercial construction loans2,635 
Commercial leases203 
Total commercial loans and leases$46,474 
Consumer loans:
Residential mortgage loans1,855 
Home equity1,772 
Other consumer loans436 
Total consumer loans$4,063 
Total loans and leases$50,537 
Total portfolio loans and leases (excluding loans and leases held for sale)$50,536 

The following discussion excludes the impact of the loans and leases acquired in the Comerica acquisition. Commercial loans and leases increased $3.4 billion, or 5%, from December 31, 2025 primarily due to increases in commercial and industrial loans and commercial construction loans. Commercial and industrial loans increased $3.1 billion, or 6%, from December 31, 2025 primarily as a result of loan originations exceeding payoffs as well as increased line utilization. Commercial construction loans increased $445 million, or 8%, from December 31, 2025 as loan originations exceeded payoffs.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
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 $64.8 billion and $49.0 billion at March 31, 2026 and December 31, 2025, respectively. The taxable available-for-sale debt and other securities portfolio had an effective duration of 3.6 and 3.8 at March 31, 2026 and December 31, 2025, respectively. The taxable held-to-maturity securities portfolio had an effective duration of 4.7 and 5.1 at March 31, 2026 and December 31, 2025, respectively.

The increase in total investment securities reflects the impact of the Comerica acquisition, including $7.2 billion of available-for-sale debt and other securities, $3.7 billion of held-to-maturity securities, $170 million of trading debt securities and $141 million of equity securities acquired on February 1, 2026.

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 March 31, 2026, 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 March 31, 2026 and December 31, 2025.

At both March 31, 2026 and December 31, 2025, 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 both the three months ended March 31, 2026 and 2025.
The following table summarizes the end of period components of investment securities:
TABLE 15: Components of Investment Securities

As of ($ in millions)		March 31,
2026		December 31,
2025
Available-for-sale debt and other securities (amortized cost basis):
U.S. Treasury and federal agencies securities$3,454 1,575 
Mortgage-backed securities:
Agency residential mortgage-backed securities15,183 9,138 
Agency commercial mortgage-backed securities24,403 22,307 
Non-agency commercial mortgage-backed securities2,962 3,032 
Asset-backed securities and other debt securities2,438 2,381 
Other securities(a)
798 674 
Total available-for-sale debt and other securities$49,238 39,107 
Held-to-maturity securities (amortized cost basis):(b)
U.S. Treasury and federal agencies securities$2,154 2,438 
Mortgage-backed securities:
Agency residential mortgage-backed securities5,612 5,023 
Agency commercial mortgage-backed securities8,621 3,905 
Asset-backed securities and other debt securities2 2 
Total held-to-maturity securities$16,389 11,368 
Trading debt securities (fair value):
U.S. Treasury and federal agencies securities$698 494 
Obligations of states and political subdivisions securities97 63 
Agency residential mortgage-backed securities50 49 
Asset-backed securities and other debt securities824 451 
Total trading debt securities$1,669 1,057 
Total equity securities (fair value)$544 453 
(a)Other securities consist of FHLB, FRB and DTCC restricted stock holdings that are carried at cost.
(b)Includes a discount of $715 and $742 at March 31, 2026 and December 31, 2025, respectively, pertaining to the remaining unamortized portion of unrealized losses on securities transferred to HTM.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
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 March 31, 2026, these transferred securities had an estimated weighted-average life of 6.4 years.
TABLE 16: Estimated Amortization of Unrealized Losses on Securities Transferred to Held-to-Maturity
As of March 31, 2026 ($ in millions)
Remainder of 2026$33 
202755 
202885 
202940 
203034 
Thereafter468 
Unamortized portion of unrealized losses
$715 

On an amortized cost basis, available-for-sale debt and other securities and held-to-maturity securities comprised 25% and 26% of total interest-earning assets at March 31, 2026 and December 31, 2025, respectively. The estimated weighted-average life of the debt securities in the available-for-sale debt and other securities portfolio was 4.8 years and 5.1 years at March 31, 2026 and December 31, 2025, respectively. In addition, the debt securities in the available-for-sale debt and other securities portfolio had a weighted-average yield of 3.36% and 3.09% at March 31, 2026 and December 31, 2025, respectively. The held-to-maturity securities portfolio had an estimated weighted-average life of 5.8 years and 6.4 years at March 31, 2026 and December 31, 2025, respectively. In addition, the held-to-maturity securities portfolio had a weighted-average yield of 3.78% and 3.50% at March 31, 2026 and December 31, 2025, respectively.

Information presented in Tables 17 and 18 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 $3.1 billion and $2.9 billion at March 31, 2026 and December 31, 2025, respectively.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
TABLE 17: Characteristics of Available-for-Sale Debt and Other Securities
As of March 31, 2026 ($ 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$2,018 2,017 0.43.72 %
Average life after one year through five years1,436 1,437 2.63.84 
Total$3,454 3,454 1.33.77 %
Agency residential mortgage-backed securities:
Average life within one year131 131 0.42.50 
Average life after one year through five years7,725 7,624 3.44.63 
Average life after five years through ten years7,029 6,607 7.73.87 
Average life after ten years298 232 11.32.81 
Total$15,183 14,594 5.54.22  %
Agency commercial mortgage-backed securities:(a)
Average life within one year1,268 1,253 0.62.71 
Average life after one year through five years10,849 10,332 2.92.82 
Average life after five years through ten years10,672 9,349 7.02.86 
Average life after ten years1,614 1,304 11.82.70 
Total$24,403 22,238 5.12.82  %
Non-agency commercial mortgage-backed securities:
Average life within one year593 585 0.62.87 
Average life after one year through five years830 783 2.93.06 
Average life after five years through ten years1,539 1,383 5.62.81 
Total$2,962 2,751 3.82.89  %
Asset-backed securities and other debt securities:
Average life within one year280 279 0.43.37 
Average life after one year through five years1,807 1,711 3.23.14 
Average life after five years through ten years351 336 6.44.08 
Total$2,438 2,326 3.33.30  %
Other securities798 798 
Total available-for-sale debt and other securities$49,238 46,161 4.83.36  %
(a)Taxable-equivalent yield adjustments included in the above table are 0.04%, 0.11% and 0.02% 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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Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
TABLE 18: Characteristics of Held-to-Maturity Securities
As of March 31, 2026 ($ 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$298 298 0.22.31 %
Average life after one year through five years1,856 1,859 2.32.48 
Total$2,154 2,157 2.02.46 %
Agency residential mortgage-backed securities:
Average life after one year through five years429 438 3.96.15 
Average life after five years through ten years5,169 5,100 8.53.60 
Average life after ten years14 14 10.13.43 
Total$5,612 5,552 8.13.79  %
Agency commercial mortgage-backed securities:(a)
Average life within one year10 10 0.23.58 
Average life after one year through five years3,261 3,268 3.84.07 
Average life after five years through ten years5,179 5,177 5.94.10 
Average life after ten years171 175 11.25.09 
Total$8,621 8,630 5.24.11  %
Asset-backed securities and other debt securities:
Average life after five years through ten years2 2 9.66.99 
Total$2 2 9.66.99  %
Total held-to-maturity securities$16,389 16,341 5.83.78  %
(a)Taxable-equivalent yield adjustments included in the above table are 0.03%, 0.93% and 0.04% for securities with an average life between 5 and 10 years, average life greater than 10 years and in total, respectively.
(b)Includes a discount of $715 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 $17.5 billion at March 31, 2026, a decrease of $1.4 billion from December 31, 2025. This decrease was primarily driven by the strategic redeployment of liquidity into investment securities to proactively manage interest rate risk as well as an increase in loans and leases during the three months ended March 31, 2026, partially offset by other short-term investment balances acquired in connection with the acquisition of Comerica.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
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 and Texas.

The following table presents the end of period components of deposits:
TABLE 19: Components of Deposits
As of ($ in millions)March 31, 2026December 31, 2025
Demand$65,335 42,647 
Interest checking72,425 61,155 
Savings18,610 16,155 
Money market62,345 39,285 
Total transaction deposits$218,715 159,242 
CDs $250,000 or less11,807 10,599 
Total core deposits$230,522 169,841 
CDs over $250,000(a)
3,099 1,978 
Total deposits$233,621 171,819 
(a)Includes $287 and $777 of retail brokered CDs which are fully covered by FDIC insurance as of March 31, 2026 and December 31, 2025, respectively.

Total deposits increased $61.8 billion, or 36%, from December 31, 2025 due to the Comerica acquisition as the Bancorp assumed commercial and consumer deposit balances of $65.2 billion at acquisition. Table 20 summarizes the detail of deposits assumed as a result of the Comerica acquisition on February 1, 2026.

TABLE 20: Deposits Assumed
($ in millions)
Demand$22,509 
Interest checking13,660 
Savings1,970 
Money market22,962 
Total transaction deposits$61,101 
CDs $250,000 or less2,046 
Total core deposits$63,147 
CDs over $250,0002,042 
Total deposits$65,189 

The following discussion excludes the impact of the deposits assumed in the Comerica acquisition. Core deposits decreased $2.5 billion, or 1%, from December 31, 2025 due to decreases in transaction deposits and CDs $250,000 or less. Transaction deposits decreased $1.6 billion, or 1%, from December 31, 2025 primarily driven by a decrease in interest checking deposits, partially offset by an increase in savings deposits. Interest checking deposits decreased $2.4 billion, or 4%, from December 31, 2025 primarily as a result of seasonal impacts which contributed to lower balances per commercial customer account. Savings deposits increased $485 million, or 3%, from December 31, 2025 primarily as a result of higher average balances per consumer customer account, which is partially attributable to seasonality. CDs $250,000 or less decreased $838 million, or 8%, from December 31, 2025 primarily due to lower balances per customer account driven by maturities which outpaced new issuances given current market conditions.

CDs over $250,000 decreased $921 million, or 47%, from December 31, 2025 primarily due to maturities of retail brokered CDs.

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 March 31, 2026 and December 31, 2025, approximately $136.1 billion, or 58%, and $101.8 billion, or 59%, respectively, of the Bancorp’s domestic deposits were estimated to be insured. As of March 31, 2026 and December 31, 2025, approximately $97.1 billion and $69.8 billion, respectively, of the Bancorp’s domestic deposits were estimated to be uninsured. At March 31, 2026 and December 31, 2025, approximately $2.1 billion and $1.1 billion, respectively, of domestic 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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Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
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 13 of the Notes to Condensed Consolidated Financial Statements.

The following table summarizes the end of period components of borrowings:
TABLE 21: Components of Borrowings
As of ($ in millions)March 31,
2026		December 31,
2025
Short-term borrowings$1,289 926 
Long-term debt18,753 13,589 
Total borrowings$20,042 14,515 

Total borrowings increased $5.5 billion, or 38%, from December 31, 2025 primarily due to an increase in long-term debt of $5.2 billion attributable to the long-term debt assumed in the Comerica acquisition totaling $5.5 billion. For further information refer to Note 14 of the Notes to Condensed Consolidated Financial Statements. Additionally, the increase for the three months ended March 31, 2026 included the issuance of senior fixed-rate/floating-rate notes in January 2026 totaling $2.0 billion, partially offset by $2.3 billion of redemptions and maturities.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
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 22 of the Notes to Condensed 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.

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. In general, the charge rates on assets decreased since December 31, 2025 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 decreased since December 31, 2025 due to decreasing short-term interest rates and reduced liquidity premium assumptions.

For more information about the Bancorp’s FTP process and other allocation methodologies, refer to the Business Segment Review section included in MD&A of the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2025.

Results of the Bancorp’s segments for the three months ended March 31, 2026 included two months of activity attributable to the Comerica acquisition.

The following table summarizes income (loss) before income taxes on an FTE basis by segment:
TABLE 22: Income (Loss) Before Income Taxes (FTE) by Segment
For the three months ended
March 31,
($ in millions)20262025
Commercial Banking$427 262 
Consumer and Small Business Banking472 522 
Wealth and Asset Management64 52 
General Corporate and Other(a)
(751)(178)
Income before income taxes (FTE)(b)
$212 658 
(a)General Corporate and Other is not a reportable segment and is presented for reconciliation purposes.
(b)Includes FTE adjustments of $5 for both the three months ended March 31, 2026 and 2025.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Commercial Banking
Commercial Banking offers credit intermediation, cash management and financial services to large and middle-market businesses and government and professional customers.

The following table contains selected financial data for the Commercial Banking segment:
TABLE 23: Commercial Banking
For the three months ended
March 31,
($ in millions)20262025
Income Statement Data
Net interest income (FTE)(a)
$878 552 
Provision for credit losses158 80 
Net interest income after provision for credit losses720 472
Noninterest income441 301
Noninterest expense734 511
Income before income taxes (FTE)(a)
$427 262 
Average Balance Sheet Data
Loans and leases, including held for sale$96,110 68,413 
Noninterest-bearing deposits26,560 15,929 
Interest-bearing deposits59,047 44,765 
(a)Includes FTE adjustments of $3 for both the three months ended March 31, 2026 and 2025.

Income before income taxes on an FTE basis was $427 million for the three months ended March 31, 2026 compared to $262 million for the same period in the prior year. The increase was driven by increases in net interest income on an FTE basis and noninterest income, partially offset by increases in noninterest expense and provision for credit losses.

Net interest income on an FTE basis increased $326 million for the three months ended March 31, 2026 compared to the same period in the prior year primarily driven by an increase in the average balances of commercial loans and leases, an increase in FTP credits on deposits and a decrease in rates paid on average interest-bearing deposits. These positive impacts were partially offset by an increase in FTP charges on commercial loans and leases, an increase in the average balances of deposits and a decrease in yields on average commercial loans and leases.

Provision for credit losses increased $78 million for the three months ended March 31, 2026 compared to the same period in the prior year primarily driven by an increase in the allocated provision for credit losses related to commercial criticized assets. Annualized net charge-offs as a percent of average portfolio loans and leases decreased to 24 bps for the three months ended March 31, 2026 compared to 31 bps for the same period in the prior year.

Noninterest income increased $140 million for the three months ended March 31, 2026 compared to the same period in the prior year primarily due to increases in commercial payments revenue, capital markets fees and commercial banking revenue. Noninterest expense increased $223 million for the three months ended March 31, 2026 compared to the same period in the prior year primarily driven by increases in other noninterest expense, compensation and benefits expense and card and processing expense.

The average balance sheet data for the Commercial Banking segment was impacted by the Comerica acquisition as the segment was allocated $43.4 billion of loans and leases, $15.7 billion of noninterest-bearing deposits and $21.3 billion of interest-bearing deposits on February 1, 2026. Average loans and leases increased $27.7 billion for the three months ended March 31, 2026 compared to the same period in the prior year primarily due to increases in average commercial and industrial loans and average commercial mortgage loans. Average interest-bearing deposits increased $14.3 billion for the three months ended March 31, 2026 compared to the same period in the prior year primarily driven by increases in average money market deposits and average interest checking deposits.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
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.

The following table contains selected financial data for the Consumer and Small Business Banking segment:
TABLE 24: Consumer and Small Business Banking
For the three months ended
March 31,
($ in millions)20262025
Income Statement Data
Net interest income$1,073 975 
Provision for credit losses89 84 
Net interest income after provision for credit losses984 891 
Noninterest income298 281 
Noninterest expense810 650 
Income before income taxes$472 522 
Average Balance Sheet Data
Loans and leases, including held for sale$54,165 48,986 
Noninterest-bearing deposits26,939 22,650 
Interest-bearing deposits82,017 67,337 
Income before income taxes was $472 million for the three months ended March 31, 2026 compared to $522 million for the same period in the prior year. The decrease was primarily driven by an increase in noninterest expense, partially offset by increases in net interest income and noninterest income.

Net interest income increased $98 million for the three months ended March 31, 2026 compared to the same period in the prior year primarily driven by an increase in FTP credits on deposits, an increase in the average balances of loans and leases and a decrease in the rates paid on average interest-bearing deposits. These positive impacts were partially offset by an increase in FTP charges on loans and leases and an increase in the average balances of deposits.

Provision for credit losses increased $5 million for the three months ended March 31, 2026 compared to the same period in the prior year primarily driven by an increase in the allocated provision for credit losses related to commercial criticized assets. Annualized net charge-offs as a percent of average portfolio loans and leases decreased to 65 bps for the three months ended March 31, 2026 compared to 71 bps for the same period in the prior year.

Noninterest income increased $17 million for the three months ended March 31, 2026 compared to the same period in the prior year primarily driven by increases in consumer banking revenue, commercial payments revenue and wealth and asset management revenue, partially offset by a decrease in mortgage banking net revenue. Noninterest expense increased $160 million for the three months ended March 31, 2026 compared to the same period in the prior year primarily driven by increases in compensation and benefits expense, other noninterest expense, net occupancy expense and marketing expense.

The average balance sheet data for the Consumer and Small Business Banking segment was impacted by the Comerica acquisition as the segment was allocated $2.5 billion of loans and leases, $5.5 billion of noninterest-bearing deposits and $18.2 billion of interest-bearing deposits on February 1, 2026. Average loans and leases increased $5.2 billion for the three months ended March 31, 2026 compared to the same period in the prior year primarily due to increases in average home equity, average indirect secured consumer loans and average commercial and industrial loans. Average interest-bearing deposits increased $14.7 billion for the three months ended March 31, 2026 compared to the same period in the prior year primarily driven by increases in average money market deposits, average interest checking deposits and average CDs.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
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.

The following table contains selected financial data for the Wealth and Asset Management segment:
TABLE 25: Wealth and Asset Management
For the three months ended
March 31,
($ in millions)20262025
Income Statement Data
Net interest income$83 49 
Provision for credit losses— — 
Net interest income after provision for credit losses83 49 
Noninterest income164 109 
Noninterest expense183 106 
Income before income taxes$64 52 
Average Balance Sheet Data
Loans and leases, including held for sale$7,970 4,335 
Noninterest-bearing deposits1,058 423 
Interest-bearing deposits11,267 10,397 
Income before income taxes was $64 million for the three months ended March 31, 2026 compared to $52 million for the same period in the prior year. The increase for the three months ended March 31, 2026 was driven by increases in noninterest income and net interest income, partially offset by an increase in noninterest expense.
Net interest income increased $34 million for the three months ended March 31, 2026 compared to the same period in the prior year primarily driven by an increase in the average balances of loans and leases, an increase in FTP credits on deposits and a decrease in rates paid on average interest-bearing deposits, partially offset by an increase in FTP charges on loans and leases as well as an increase in the average balances of deposits.

Noninterest income increased $55 million for the three months ended March 31, 2026 compared to the same period in the prior year primarily due to an increase in wealth and asset management revenue. Noninterest expense increased $77 million for the three months ended March 31, 2026 compared to the same period in the prior year primarily driven by increases in other noninterest expense and compensation and benefits expense.

The average balance sheet data for the Wealth and Asset Management segment was impacted by the Comerica acquisition as the segment was allocated $4.6 billion of loans and leases, $1.1 billion of noninterest-bearing deposits and $2.3 billion of interest-bearing deposits on February 1, 2026. Average loans and leases increased $3.6 billion for the three months ended March 31, 2026 compared to the same period in the prior year primarily driven by increases in average commercial mortgage loans, average residential mortgage loans and average commercial and industrial loans. Average interest-bearing deposits increased $870 million for the three months ended March 31, 2026 compared to the same period in the prior year primarily driven by increases in average money market deposits and average interest checking deposits, partially offset by a decrease in average savings deposits.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
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 $39 million for the three months ended March 31, 2026 compared to the same period in the prior year primarily driven by an increase in FTP charges on loans and leases allocated to the segments, increases in interest income on securities and commercial loans and a decrease in interest expense on FHLB advances. These positive impacts were partially offset by an increase in FTP credits on deposits allocated to the segments. The decrease in FTP charges allocated to the segments was primarily driven by decreases in short-term interest rates, primarily affecting the variable-rate asset portfolios. To a lesser extent, decreases in market interest rates and liquidity premium assumptions reduced FTP charges on new fixed-rate loan and lease production relative to the existing portfolio. 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 $20 million for the three months ended March 31, 2026 compared to a provision for credit losses of $10 million for the same period in the prior year. The benefit from credit losses for the three months ended March 31, 2026 was primarily driven by an increase in allocations to the segments, partially offset by an increase in the provision for the reserve for unfunded commitments recorded as part of the initial recognition of the reserve for unfunded commitments assumed in the Comerica acquisition.

Noninterest income decreased $11 million for the three months ended March 31, 2026 compared to the same period in the prior year primarily driven by an increase in net securities losses and impairment charges recognized on bank premises and equipment associated with the acquisition of Comerica, partially offset by a gain on the swap associated with the sale of Visa, Inc. Class B Shares.

Noninterest expense increased $631 million for the three months ended March 31, 2026 compared to the same period in the prior year primarily due to merger-related expenses related to the Comerica acquisition. Refer to the Noninterest Expense subsection of the Statements of Income Analysis section of MD&A for information on the merger-related expenses.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
RISK MANAGEMENT - OVERVIEW
The Risk Management Overview section included in Item 7 of the Bancorp’s Annual Report on Form 10-K describes the Bancorp’s Enterprise Risk Management Framework and Three Lines of Defense structure as well as key areas of risk, which include credit risk, liquidity risk, interest rate risk, price risk, legal and regulatory compliance risk, operational risk, reputation risk and strategic risk. Item 7 of the Bancorp’s Annual Report on Form 10-K also includes additional detailed information about the Bancorp’s processes related to operational risk management as well as legal and regulatory compliance risk management. The following information should be read in conjunction with the Bancorp’s Annual Report on Form 10-K.

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 Bancorp is closely monitoring various economic factors and their effects on borrowers, including potential impacts from the U.S.-Iran conflict, in addition to the impact of policy changes on trade, inflation, interest rates, government shutdowns, labor and supply chain issues, market volatility and changes in 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.

Refer to the Credit Risk Management subsection of the Risk Management section of MD&A included in the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2025 for additional information on the Bancorp’s credit risk management framework.

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.

The commercial loan portfolio acquired in connection with the Comerica acquisition is comprised primarily of middle market loans but also includes specialty lending segments. These products serve distinct client needs and broaden the Bancorp’s lending capabilities. The portfolio will be managed within Fifth Third’s credit risk framework to ensure adherence to risk appetite.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
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 as of:
TABLE 26: Commercial Loan and Lease Portfolio (excluding loans and leases held for sale)
March 31, 2026December 31, 2025
($ in millions)OutstandingExposureNonaccrualOutstandingExposureNonaccrual
By Industry:
Real estate$24,004 35,530 39 13,929 23,228 7 
Manufacturing14,283 29,114 56 8,561 18,998 59 
Business services14,235 23,140 73 6,600 11,128 90 
Financial services and insurance14,097 35,073 21 9,633 21,859 20 
Wholesale trade8,429 17,548 56 5,378 10,566 45 
Retail trade8,326 16,212 56 3,248 7,808 53 
Construction7,271 14,690 32 3,112 7,599 26 
Healthcare6,873 10,104 85 5,834 8,616 45 
Accommodation and food5,502 8,710 16 4,571 7,076 14 
Communication and information4,847 8,699 106 3,191 6,072 53 
Mining3,593 8,967 — 2,103 5,677 — 
Transportation and warehousing3,403 5,861 4 2,381 3,894 5 
Utilities3,058 5,879 9 1,884 3,251 — 
Entertainment and recreation2,561 4,397 3 1,666 3,032 4 
Other services1,667 4,086 17 1,099 1,670 6 
Agribusiness396 713 — 293 606 — 
Public administration314 1,070 — 79 497 — 
Total$122,859 229,793 573 73,562 141,577 427 
By Loan Size:
Less than $1 million6  %6 16 6 5 15 
$1 million to $5 million11 9 14 7 5 10 
$5 million to $10 million9 8 7 4 4 8 
$10 million to $25 million18 16 31 12 10 18 
$25 million to $50 million23 22 16 23 21 25 
$50 million to $100 million19 20 16 26 28 24 
Greater than $100 million14 19 — 22 27 — 
Total100  %100 100 100 100 100 
By State:
Texas18 %17 20 8 9 16 
California16 13 8 11 9 4 
Michigan8 8 5 5 5 5 
Illinois6 5 9 8 7 6 
New York5 5 11 7 6 18 
Ohio5 7 3 8 10 3 
Florida5 4 12 7 7 5 
Georgia3 3 10 3 4 18 
Other34 38 22 43 43 25 
Total100  %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.

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,
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Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
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 27: Commercial Mortgage Loans Outstanding by LTV, Loans Greater Than $1 Million
As of March 31, 2026 ($ in millions)LTV > 100%LTV 80-100%LTV < 80%
Commercial mortgage owner-occupied loans$582 978 7,318 
Commercial mortgage nonowner-occupied loans5 246 13,838 
Total$587 1,224 21,156 
TABLE 28: 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 

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 29: Nonowner-Occupied Commercial Real Estate (excluding loans held for sale)(a)
As of March 31, 2026 ($ in millions)OutstandingExposureNonaccrual
By State:
 California $4,473 6,319 15 
 Texas 4,247 6,122 3 
 Florida 2,099 3,173 — 
 Michigan 1,578 1,965 6 
 Illinois 1,054 1,282 — 
 Ohio 875 1,340 — 
 Nevada 682 820 — 
 North Carolina 668 1,006 — 
 Georgia 591 1,077 — 
 Arizona 507 792 — 
All other states5,866 7,612 5 
Total$22,640 31,508 29 
(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.

TABLE 30: Nonowner-Occupied Commercial Real Estate (excluding loans held for sale)(a)
As of December 31, 2025 ($ in millions)OutstandingExposureNonaccrual
By State:
 California $862 1,262 — 
 Texas 1,010 1,917 — 
 Florida 1,377 2,222 — 
 Michigan 784 990 — 
 Illinois 979 1,329 — 
 Ohio 918 1,450 — 
 Nevada 268 344 — 
 North Carolina 409 513 — 
 Georgia 277 676 — 
 Arizona 75 116 — 
All other states3,859 5,273 5 
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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Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Net charge-offs on nonowner-occupied commercial real estate loans were immaterial for both the three months ended March 31, 2026 and 2025. At March 31, 2026 and 2025, $19 million and $1 million, 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.

The consumer loan portfolio acquired in connection with the Comerica acquisition is comprised primarily of residential mortgage, home equity, and other consumer loans. The portfolios will be managed within the Bancorp’s credit risk management framework to ensure adherence to risk appetite.

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 $671 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 49% and weighted-average origination LTV of 70%. Approximately 41% 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 2.4%, resulting in an average increase in monthly payment amount of approximately 53%.

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 69% of these loans consist of loans originated through the Bancorp’s loan program for doctors.

The following table provides an analysis of the residential mortgage portfolio loans outstanding by LTV at origination as of:
TABLE 31: Residential Mortgage Portfolio Loans by LTV at Origination
March 31, 2026December 31, 2025
($ in millions)
Outstanding		Weighted-
Average LTV
Outstanding		Weighted-
Average LTV
LTV ≤ 80%$13,112 64.3 %$11,560 64.3 %
LTV > 80%, with mortgage insurance(a)
3,283 95.2 3,133 95.4 
LTV > 80%, no mortgage insurance3,112 91.4 2,959 91.5 
Total$19,507 73.8  %$17,652 74.5 %
(a)Includes loans with either borrower or lender paid mortgage insurance.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
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 32: Residential Mortgage Portfolio Loans, LTV Greater Than 80% at Origination, No Mortgage Insurance
As of March 31, 2026 ($ in millions)Outstanding90 Days Past
Due and Accruing		Nonaccrual
By State:
Illinois$606 — 5 
Florida583 1 5 
Ohio577 1 7 
North Carolina242 — — 
Michigan230 — 3 
Indiana189 — 2 
Georgia175 — 1 
Kentucky139 — 2 
All other states371 — 3 
Total$3,112 2 28 
TABLE 33: Residential Mortgage Portfolio Loans, LTV Greater Than 80% at Origination, No Mortgage Insurance
As of December 31, 2025 ($ in millions)Outstanding90 Days Past
Due and Accruing		Nonaccrual
By State:
Illinois$599 — 5 
Florida547 — 4 
Ohio576 1 8 
North Carolina238 — — 
Michigan187 — 2 
Indiana188 — 2 
Georgia169 — 1 
Kentucky140 — 2 
All other states315 — 3 
Total$2,959 1 27 

Net charge-offs on residential mortgage loans with an LTV greater than 80% at origination and no mortgage insurance were immaterial for both the three months ended March 31, 2026 and 2025.

Home equity portfolio
The Bancorp’s home equity portfolio of $6.7 billion is primarily comprised of home equity lines of credit that have a 10-year interest-only draw period followed by a 20-year amortization period.

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. As of March 31, 2026, the Bancorp’s outstanding home equity loans of $6.7 billion were predominately located within its footprint and had a weighted-average refreshed FICO score of 753. For additional information on these loans, refer to Tables 35, 36 and 37.

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.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
The following table provides an analysis of home equity portfolio loans outstanding disaggregated based upon refreshed FICO score as of:
TABLE 34: Home Equity Portfolio Loans Outstanding by Refreshed FICO Score
March 31, 2026December 31, 2025
($ in millions)Outstanding% of TotalOutstanding% of Total
Senior Liens:
FICO ≤ 659$154 2  %$95 2  %
FICO 660-719235 3 159 3 
FICO ≥ 7201,530 23 1,099 23 
Total senior liens$1,919 28 %$1,353 28 %
Junior Liens:
FICO ≤ 659385 6 276 6 
FICO 660-719755 11 579 12 
FICO ≥ 7203,676 55 2,638 54 
Total junior liens$4,816 72 %$3,493 72 %
Total$6,735 100  %$4,846 100  %

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 as of:
TABLE 35: Home Equity Portfolio Loans Outstanding by LTV at Origination
March 31, 2026December 31, 2025

($ in millions)
Outstanding		Weighted-
Average LTV
Outstanding		Weighted-
Average LTV
Senior Liens:
LTV ≤ 80%$1,791 49.1  %$1,228 48.2  %
LTV > 80%128 88.0 125 88.0 
Total senior liens
$1,919 51.8 %$1,353 52.0 %
Junior Liens:
LTV ≤ 80%3,905 63.7 2,621 63.3 
LTV > 80%911 87.5 872 87.6 
Total junior liens
$4,816 68.3 %$3,493 69.5 %
Total$6,735 63.7  %$4,846 64.7  %

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 36: Home Equity Portfolio Loans Outstanding with an LTV Greater than 80% at Origination
As of March 31, 2026 ($ in millions)OutstandingExposureNonaccrual
By State:
Ohio$280 710 6 
Illinois142 344 3 
Michigan134 358 2 
Indiana119 263 3 
Florida118 244 2 
Kentucky77 176 1 
All other states169 396 6 
Total$1,039 2,491 23 
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Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
TABLE 37: Home Equity Portfolio Loans Outstanding with an LTV Greater than 80% at Origination
As of December 31, 2025 ($ in millions)OutstandingExposureNonaccrual
By State:
Ohio$282 722 7 
Illinois141 346 4 
Michigan124 320 2 
Indiana119 264 3 
Florida114 233 2 
Kentucky80 183 2 
All other states137 323 2 
Total$997 2,391 22 

The Bancorp realized an immaterial amount of net recoveries on home equity loans with an LTV greater than 80% at origination for the three months ended March 31, 2026, compared to an immaterial amount of net charge-offs for the three months ended March 31, 2025.

Indirect secured consumer portfolio
As of March 31, 2026 the indirect secured consumer portfolio consisted of $15.5 billion of automobile loans and $2.8 billion primarily comprised of indirect recreational vehicle and marine loans. 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 as of:
TABLE 38: Indirect Secured Consumer Portfolio Loans Outstanding by FICO Score at Origination
March 31, 2026December 31, 2025
($ in millions)
Outstanding
% of Total
Outstanding
% of Total
FICO ≤ 659$170 1  %$172 1  %
FICO 660-7193,136 17 3,102 17 
FICO ≥ 72014,990 82 14,690 82 
Total$18,296 100  %$17,964 100  %

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 as of:
TABLE 39: Indirect Secured Consumer Portfolio Loans Outstanding by LTV at Origination
March 31, 2026December 31, 2025
($ in millions)OutstandingWeighted- Average LTVOutstandingWeighted- Average LTV
LTV ≤ 100%$13,102 80.1  %$12,961 80.0  %
LTV > 100%5,194 110.2 5,003 110.1 
Total$18,296 88.6  %$17,964 88.4  %

At March 31, 2026 and December 31, 2025, $25 million and $26 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 $11 million and $9 million for the three months ended March 31, 2026 and 2025, 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 March 31, 2026 and December 31, 2025. At March 31, 2026 and December 31, 2025, 71% and 72% of the outstanding balances were originated through branch-based relationships with the remainder coming from direct mail campaigns and online acquisitions, respectively.

Given the variable nature of the credit card portfolio, interest rate increases impact this product and it is regularly monitored to ensure the portfolio remains within the Bancorp’s risk appetite.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
The following table provides an analysis of the Bancorp’s outstanding credit card portfolio disaggregated based upon FICO score at origination as of:
TABLE 40: Credit Card Portfolio Loans Outstanding by FICO Score at Origination
March 31, 2026December 31, 2025
($ in millions)Outstanding% of TotalOutstanding% of Total
FICO ≤ 659$80 5  %$83 5  %
FICO 660-719450 27 471 27 
FICO ≥ 7201,128 68 1,193 68 
Total$1,658 100  %$1,747 100  %

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 both March 31, 2026 and December 31, 2025, loans originated through the Bancorp’s three largest approved installers represented approximately 22% 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 as of:
TABLE 41: Solar Energy Installation Portfolio Loans Outstanding by State
March 31, 2026December 31, 2025
($ in millions)OutstandingNonaccrualOutstandingNonaccrual
By State:
Florida$633 12 646 6 
California542 2 552 1 
Texas511 2 525 3 
Arizona360 2 370 2 
Virginia264 1 270 — 
Oregon211 — 219 — 
Colorado178 — 181 — 
Nevada172 — 175 — 
New York142 — 144 — 
Connecticut110 1 113 1 
All other states1,342 6 1,365 9 
Total$4,465 26 4,560 22 

The following table provides an analysis of solar energy installation portfolio loans outstanding disaggregated based upon FICO score at origination as of:
TABLE 42: Solar Energy Installation Portfolio Loans Outstanding by FICO Score at Origination
March 31, 2026December 31, 2025
($ in millions)
Outstanding
% of Total
Outstanding
% of Total
FICO ≤ 659$4 —  %$4 —  %
FICO 660-719642 14 652 14 
FICO ≥ 7203,819 86 3,904 86 
Total$4,465 100  %$4,560 100  %

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 September 2022.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
The following table provides an analysis of other consumer portfolio loans outstanding by product type as of:
TABLE 43: Other Consumer Portfolio Loans Outstanding by Product Type
March 31, 2026December 31, 2025
($ in millions)Outstanding% of Total
Outstanding
% of Total
Other secured$1,269 46  %$999 44 %
Point-of-sale home improvement553 20 543 23 
Unsecured587 22 422 18 
Third-party point-of-sale321 12 356 15 
Total$2,730 100  %$2,320 100 %

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 44. 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 included in the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2025.

TABLE 44: Summary of Nonperforming Assets and Delinquent Loans and Leases
As of ($ in millions)March 31,
2026		December 31,
2025
Nonaccrual portfolio loans and leases:
Commercial and industrial loans$417 393 
Commercial mortgage loans94 34 
Commercial construction loans62 — 
Residential mortgage loans164 149 
Home equity104 71 
Indirect secured consumer loans58 61 
Credit card30 29 
Solar energy installation loans26 22 
Other consumer loans5 8 
Total nonaccrual portfolio loans and leases(a)(b)
$960 767 
OREO and other repossessed property(d)
39 30 
Total nonperforming portfolio assets
$999 797 
Nonaccrual loans held for sale141 70 
Total nonperforming assets$1,140 867 
Total portfolio loans and leases 90 days past due and still accruing:
Commercial and industrial loans$3 2 
Commercial mortgage loans19 — 
Commercial construction loans2 1 
Commercial leases1 — 
Residential mortgage loans(c)
7 10 
Credit card17 17 
Total portfolio loans and leases 90 days past due and still accruing$49 30 
Nonperforming portfolio assets as a percent of portfolio loans and leases and OREO0.57 %0.65 
Nonperforming portfolio loans and leases as a percent of portfolio loans and leases0.54 0.62 
ACL as a percent of nonperforming portfolio loans and leases328 314 
ACL as a percent of nonperforming portfolio assets316 302 
(a)Includes $38 and $21 of nonaccrual government-insured commercial loans whose repayments are insured by the SBA as of March 31, 2026 and December 31, 2025, respectively.
(b)Nonaccrual loans and leases secured by real estate were 49% and 34% of nonaccrual loans and leases as of March 31, 2026 and December 31, 2025, respectively.
(c)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 $233 as of March 31, 2026 and $195 as of December 31, 2025. The Bancorp recognized losses of an immaterial amount for both the three months ended March 31, 2026 and 2025 due to claim denials and curtailments associated with these insured or guaranteed loans.
(d)Includes $19 and $12 of branch-related real estate no longer intended to be used for banking purposes as of March 31, 2026 and December 31, 2025, respectively.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
The following tables provide a rollforward of portfolio nonaccrual loans and leases, by portfolio segment:
TABLE 45: Rollforward of Portfolio Nonaccrual Loans and Leases
For the three months ended March 31, 2026 ($ in millions)
CommercialResidential MortgageConsumerTotal
Balance, beginning of period$427 149 191 767 
Transfers to nonaccrual status173 13 90 276 
Acquired nonaccrual loans170 19 32 221 
Transfers to accrual status(1)(3)(18)(22)
Transfers to held for sale(84)— — (84)
Loan paydowns/payoffs(38)(13)(26)(77)
Transfers to OREO— (2)(4)(6)
Charge-offs(77)— (44)(121)
Draws/other extensions of credit3 1 2 6 
Balance, end of period$573 164 223 960 

TABLE 46: Rollforward of Portfolio Nonaccrual Loans and Leases
For the three months ended March 31, 2025 ($ in millions)
CommercialResidential MortgageConsumerTotal
Balance, beginning of period$456 137 230 823 
Transfers to nonaccrual status273 20 89 382 
Transfers to accrual status(3)(4)(44)(51)
Transfers to held for sale(17)— — (17)
Loan paydowns/payoffs(19)(8)(22)(49)
Transfers to OREO— (1)(4)(5)
Charge-offs(67)— (52)(119)
Draws/other extensions of credit— 1 1 2 
Balance, end of period$623 145 198 966 

Analysis of Net Loan Charge-offs
Table 47 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 decreased to 26 bps during the three months ended March 31, 2026, compared to 35 bps during the same period in the prior year as an increase in net charge-offs on commercial and industrial loans of $17 million was more than offset by a decrease in net charge-offs on commercial mortgage loans of $10 million and an increase in average portfolio commercial loans and leases balances for the three months ended March 31, 2026 primarily driven by the Comerica acquisition.

The ratio of consumer loan net charge-offs as a percent of average portfolio consumer loans decreased to 58 bps during the three months ended March 31, 2026, compared to 63 bps during the same period in the prior year as an increase in net charge-offs on solar energy installation loans of $5 million was more than offset by a decrease in net charge-offs on credit card of $3 million and an increase in average portfolio consumer loan balances for the three months ended March 31, 2026 primarily driven by the Comerica acquisition.


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Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
TABLE 47: Summary of Credit Loss Experience
For the three months ended
March 31,
($ in millions)20262025
Losses charged-off:
Commercial and industrial loans$(77)(54)
Commercial mortgage loans— (11)
Commercial construction loans— — 
Commercial leases— (2)
Residential mortgage loans— — 
Home equity(2)(2)
Indirect secured consumer loans(40)(36)
Credit card(19)(22)
Solar energy installation loans(26)(21)
Other consumer loans(a)
(23)(25)
Total losses charged-off$(187)(173)
Recoveries of losses previously charged-off:
Commercial and industrial loans$8 2 
Commercial mortgage loans— 1 
Commercial construction loans— — 
Commercial leases— — 
Residential mortgage loans— — 
Home equity2 2 
Indirect secured consumer loans16 15 
Credit card5 5 
Solar energy installation loans3 3 
Other consumer loans(a)
9 9 
Total recoveries of losses previously charged-off$43 37 
Net losses charged-off: (b)
Commercial and industrial loans$(69)(52)
Commercial mortgage loans— (10)
Commercial construction loans— — 
Commercial leases— (2)
Residential mortgage loans— — 
Home equity— — 
Indirect secured consumer loans(24)(21)
Credit card(14)(17)
Solar energy installation loans(23)(18)
Other consumer loans(14)(16)
Total net losses charged-off$(144)(136)
Net losses charged-off as a percent of average portfolio loans and leases:
Commercial and industrial loans0.38 %0.39 
Commercial mortgage loans— 0.34 
Commercial construction loans(0.02)— 
Commercial leases— 0.29 
Total commercial loans and leases0.26 %0.35 
Residential mortgage loans(0.01)— 
Home equity0.01 0.04 
Indirect secured consumer loans0.54 0.53 
Credit card3.51 4.19 
Solar energy installation loans2.03 1.73 
Other consumer loans2.19 2.52 
Total consumer loans0.58 %0.63 
Total net losses charged-off as a percent of average portfolio loans and leases0.37 %0.46 
(a)For the three months ended March 31, 2026 and 2025, the Bancorp recorded $4 and $6, 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.
(b)Excludes net charge-offs of $94 which were taken immediately at the time of the Comerica acquisition.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Allowance for Credit Losses
The allowance for credit losses is comprised of the ALLL and the reserve for unfunded commitments. 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). In addition to the ALLL, the Bancorp maintains a reserve for unfunded commitments recorded in other liabilities in the Condensed Consolidated Balance Sheets. The provision for the reserve for unfunded commitments is included in the provision for credit losses in the Condensed Consolidated Statements of Income.

For more information about the Bancorp’s methodology for determining the ACL, refer to the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2025, including the Critical Accounting Policies section and Allowance for Credit Losses subsection of the Risk Management section of MD&A and Note 1 of the Notes to Consolidated Financial Statements.

At both March 31, 2026 and December 31, 2025, 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.

March 31, 2026 ACL
The ACL as of March 31, 2026 increased $744 million from December 31, 2025 primarily driven by impacts of the Comerica acquisition, including the initial recognition of allowances on PCD loans and leases and PSLs as well as the initial recognition of the reserve for unfunded commitments as of the acquisition date. Additionally, the increase from December 31, 2025 included a qualitative adjustment for economic uncertainty from the U.S.-Iran conflict. As of March 31, 2026, the Bancorp’s macroeconomic scenarios included estimates of the expected impacts of changes in economic conditions caused by forecasted higher tariffs and oil prices.

At March 31, 2026, 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 March 31, 2026:
TABLE 48: Key Macroeconomic Factors(b)
Baseline ScenarioUpside ScenarioDownside Scenario
Year 1Year 2Year 3Year 1Year 2Year 3Year 1Year 2Year 3
Inflation rate3.2 %2.6 2.1 3.42.6 2.1 3.3 1.6 1.7 
Average annual real GDP growth rate2.4 1.7 2.1 3.42.5 2.2 (0.9)0.1 2.4 
Average unemployment rate4.5 4.5 4.5 3.73.7 3.9 7.4 8.1 6.8 
Average federal funds rate3.3 3.1 3.1 3.43.2 3.2 2.8 1.3 1.1 
10-year U.S. Treasury yield4.3 4.3 4.3 4.44.4 4.3 3.6 3.5 3.9 
Credit spread(a)
2.1 2.4 2.3 1.92.2 2.2 3.0 2.9 2.3 
Annualized change in S&P 5003.8 (0.8)5.0 11.2(1.3)4.8 (19.5)(8.0)15.9 
(a)Represents the difference between Moody’s Baa‑ rated corporate bond yields and U.S. Treasury yields.
(b)As of March 31, 2026, the reasonable and supportable forecast period is a three year period, beginning in the second quarter of 2026 and ending in the first quarter of 2029.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
The Bancorp’s qualitative adjustments, as an overlay to the quantitative models, resulted in a net increase to the ACL as of March 31, 2026 and these qualitative adjustments increased from the qualitative factors used in the ACL as of December 31, 2025. 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 ACL as of March 31, 2026 included a qualitative adjustment addressing limitations in the data used to develop the economic forecasts, specifically related to the U.S.-Iran conflict. As of March 31, 2026, the conflict had persisted longer than expected in the Baseline scenario, with no clear expectation of a timeline for resolution. A prolonged U.S.-Iran conflict may disrupt energy markets and, as a result, may adversely affect supply chains, increase inflation, widen credit spreads or lower GDP growth expectations. In consideration of these risks, which are beyond those considered in the Baseline scenario, the Bancorp applied a qualitative adjustment to the ACL which resulted in additional allowances, primarily for the commercial and consumer portfolio segments. The qualitative adjustments for the commercial portfolio segment also include 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 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 $2.0 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 49: Changes in Allowance for Credit Losses
For the three months ended
March 31,
($ in millions)
2026
2025
ALLL:
Balance, beginning of period$2,253 2,352 
Losses charged-off(a)(b)
(187)(173)
Recoveries of losses previously charged-off(a)(b)
43 37 
Provision for loan and lease losses152 168 
Allowance on PCD loans and leases at acquisition180 — 
Allowance on PSLs at acquisition481 — 
Balance, end of period$2,922 2,384 
Reserve for unfunded commitments:
Balance, beginning of period$157 134 
Provision for the reserve for unfunded commitments75 6 
Balance, end of period$232 140 
(a)For the three months ended March 31, 2026 and 2025, the Bancorp recorded $4 and $6, 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.
(b)Excludes net charge-offs of $94 which were taken immediately at the time of the Comerica acquisition.








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Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
The following table provides an attribution of the Bancorp’s ALLL to portfolio loans and leases:
TABLE 50: Attribution of Allowance for Loan and Lease Losses to Portfolio Loans and Leases
As of ($ in millions)March 31,
2026		December 31,
2025
Attributed ALLL:
Commercial and industrial loans$1,155 816 
Commercial mortgage loans519 272 
Commercial construction loans124 80 
Commercial leases22 18 
Residential mortgage loans108 109 
Home equity94 87 
Indirect secured consumer loans315 304 
Credit card146 150 
Solar energy installation loans334 314 
Other consumer loans105 103 
Total ALLL$2,922 2,253 
Portfolio loans and leases:
Commercial and industrial loans$83,864 52,749 
Commercial mortgage loans27,143 12,228 
Commercial construction loans8,329 5,316 
Commercial leases3,523 3,269 
Residential mortgage loans(a)
19,507 17,652 
Home equity6,735 4,846 
Indirect secured consumer loans18,296 17,964 
Credit card1,658 1,747 
Solar energy installation loans4,465 4,560 
Other consumer loans2,730 2,320 
Total portfolio loans and leases$176,250 122,651 
Attributed ALLL as a percent of respective portfolio loans and leases:
Commercial and industrial loans1.38  %1.55 
Commercial mortgage loans1.91 2.22 
Commercial construction loans1.49 1.50 
Commercial leases0.62 0.55 
Residential mortgage loans0.55 0.62 
Home equity1.40 1.80 
Indirect secured consumer loans1.72 1.69 
Credit card8.81 8.59 
Solar energy installation loans7.48 6.89 
Other consumer loans3.85 4.44 
Total ALLL as a percent of portfolio loans and leases1.66  %1.84 
Total ACL as a percent of portfolio loans and leases1.79 1.96 
(a)Includes residential mortgage loans measured at fair value of $105 at March 31, 2026 and $106 at December 31, 2025.

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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Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
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. For more information, refer to the Interest Rate and Price Risk Management subsection of Risk Management section of MD&A of the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2025.

Net Interest Income Sensitivity
As of March 31, 2026, 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 $1.8 billion 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 $1.8 billion 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.

The Bancorp’s NII sensitivity modeling uses beta assumptions which result in weighted-average rising-rate interest-bearing deposit betas at the end of the ramped parallel scenarios of approximately 65%-70% 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 55%-60% 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. The Bancorp provides sensitivity analysis in Tables 52 and 53 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:
TABLE 51: Estimated NII Sensitivity Profile and Policy Limits
March 31, 2026March 31, 2025
% 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 months0.60  %2.77 (9.00)(15.00)(3.54)(4.84)(6.00)(7.00)
+100 Ramp over 12 months0.49 1.99 NANA(1.72)(2.22)NANA
-100 Ramp over 12 months(1.30)(4.30)NANA0.84 0.69 NANA
-200 Ramp over 12 months(3.47)(11.17)(9.00)(15.00)1.15 (0.03)(6.00)(7.00)

Table 51 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. 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 March 31, 2026, the Bancorp’s NII sensitivity in the rising-rate scenarios is positive in years one and two as interest income is expected to increase more than interest expense primarily due to floating-rate loans repricing faster than interest-bearing deposits. The Bancorp’s NII simulation projects a decrease in NII in year one under both the parallel 100 bps ramp decrease and 200 bps ramp decrease in interest rates driven by an expectation that deposits would reprice slower than earning assets. In year two of these simulations, some deposits have reached their floors, but assets continue to be repriced to lower rates, generating less NII. The changes in the estimated NII sensitivity profile compared to March 31, 2025 were attributable to growth in floating-rate loans and noninterest-bearing deposits primarily due to the Comerica acquisition.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Tables 52 and 53 provide the sensitivity of the Bancorp’s estimated NII profile at March 31, 2026 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 March 31, 2026:
TABLE 52: Estimated NII Sensitivity Profile at March 31, 2026 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 months0.08 %2.19 1.11 3.36 
+100 Ramp over 12 months0.03 1.51 0.95 2.47 
-100 Ramp over 12 months(1.64)(4.57)(0.96)(4.03)
-200 Ramp over 12 months(3.75)(11.33)(3.18)(11.00)
The following table includes the Bancorp’s estimated NII sensitivity profile with a 5% increase and a 5% decrease to the corresponding deposit beta assumptions as of March 31, 2026:
TABLE 53: Estimated NII Sensitivity Profile at March 31, 2026 with Deposit Beta Assumptions Changes
% Change in NII (FTE)
Betas 5% Higher(a)
Betas 5% Lower(a)
Change in Interest Rates (bps)12
 Months		13-24
Months		12
Months		13-24
Months
+200 Ramp over 12 months(0.21)%1.28 1.49 4.49 
+100 Ramp over 12 months0.08 1.23 0.94 2.84 
-100 Ramp over 12 months(0.94)(3.62)(1.69)(5.05)
-200 Ramp over 12 months(2.76)(9.87)(4.24)(12.60)
(a)Applies a +/- 5% addition 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.

The following table shows the Bancorp’s estimated EVE sensitivity profile as of:
TABLE 54: Estimated EVE Sensitivity Profile
March 31, 2026March 31, 2025
Change in Interest Rates (bps)% Change in EVEPolicy Limit% Change in EVEPolicy Limit
+200 Shock(1.22)%(12.00)(5.92)(12.00)
+100 Shock(0.26)N/A(2.50)N/A
-100 Shock(1.13)N/A1.05 N/A
-200 Shock(4.31)(12.00)(0.11)(12.00)

The EVE sensitivity is negative in both a +200 bps and +100 bps rising-rate scenario as well as both a -100 bps and -200 bps falling-rate scenario at March 31, 2026. The changes in the estimated EVE sensitivity profile from March 31, 2025 were primarily related to changes in forward interest rate expectations, an increase in interest-bearing and noninterest-bearing deposits reflecting the impact of the Comerica acquisition, partially offset by growth in the investment securities portfolio.

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
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Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
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 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.

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.

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.

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 12 of the Notes to Condensed Consolidated Financial Statements. Additionally, for information on residential mortgage servicing rights and price risk, foreign currency risk, and commodity risk, refer to the Interest Rate and Price Risk Management subsection of Risk Management section of MD&A of the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2025.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
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. A summary of certain obligations and commitments to make future payments under contracts is included in Note 15 of the Notes to Condensed Consolidated Financial Statements. For more information on how liquidity risk is monitored and managed for both Fifth Third Bancorp and its subsidiaries, refer to the Liquidity Risk Management subsection of the Risk Management section of MD&A of the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2025.

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.

The available-for-sale debt and other securities and held-to-maturity securities portfolios had a fair value of $62.5 billion at March 31, 2026. From these portfolios, $10.4 billion in principal and interest payments are expected to be received in the next 12 months and an additional $8.7 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. For the three months ended March 31, 2026 and 2025, the Bancorp sold loans and leases totaling $1.4 billion and $1.1 billion, respectively. For further information, refer to Note 11 of the Notes to Condensed 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 89% and 86% of the Bancorp’s average total assets for the three months ended March 31, 2026 and 2025, 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 $5.0 billion of debt or other securities were available for issuance as of March 31, 2026. 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. In January 2026, the Bancorp issued and sold $2.0 billion of fixed-rate/floating-rate senior notes, as further discussed in Note 14 of the Notes to Condensed Consolidated Financial Statements.

As of March 31, 2026, the Bank’s global bank note program had a borrowing capacity of $25.0 billion, of which $20.9 billion was available for issuance. Additionally, at March 31, 2026, the Bank had approximately $91.3 billion of borrowing capacity available through secured borrowing sources, including the FRB and the FHLB.

Current Liquidity Position
The Bancorp maintains a strong liquidity profile driven by strong core deposit funding and $138 billion in readily available liquidity at March 31, 2026. 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 March 31, 2026, 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 24 months.

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 55. 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
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Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
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 55: Agency Ratings
As of May 5, 2026Moody’sStandard and Poor’sFitchDBRS Morningstar
 Fifth Third Bancorp:
Short-term borrowingsNo ratingA-2F1R-1L
Senior debtBaa1BBB+A-A
Subordinated debtBaa1BBBBBB+AL
Fifth Third Bank, National Association:
Short-term borrowingsP-2A-2F1R-1M
Short-term depositP-1No ratingF1No rating
Long-term depositA1No ratingAAH
Senior debtA3A-A-AH
Subordinated debtA3BBB+BBB+A
Rating Agency Outlook for Fifth Third Bancorp and Fifth Third Bank, National AssociationNegativeStableStablePositive

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Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
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. The following table presents these requirements as well as the actual ratios and amounts for the Bancorp and Bank as of:
TABLE 56: Regulatory Capital
Regulatory Ratio RequirementsMarch 31, 2026
December 31, 2025
($ in millions)MinimumWell-CapitalizedRatioAmountRatioAmount
CET1 risk-based capital:
Fifth Third Bancorp4.50  %N/A9.89  %$24,136 10.81  %$18,099 
Fifth Third Bank, National Association4.50 6.50 11.73 28,489 13.09 21,766 
Tier 1 risk-based capital:
Fifth Third Bancorp6.00 6.00 10.79 26,318 11.87 19,869 
Fifth Third Bank, National Association6.00 8.00 11.73 28,489 13.09 21,766 
Total risk-based capital:
Fifth Third Bancorp8.00 10.00 12.50 30,497 13.78 23,066 
Fifth Third Bank, National Association8.00 10.00 13.00 31,557 14.33 23,833 
Leverage:
Fifth Third Bancorp4.00 N/A10.22 26,318 9.41 19,869 
Fifth Third Bank, National Association4.00 5.00 11.16 28,489 10.41 21,766 
Total risk-weighted assets:
Fifth Third Bancorp243,964 167,431 
Fifth Third Bank, National Association242,777 166,265 
Quarterly average assets for leverage:(a)
Fifth Third Bancorp257,408 211,054 
Fifth Third Bank, National Association255,211 209,015 
(a)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:
TABLE 57: Additional Capital Ratios
March 31,
2026		December 31,
2025
Quarterly average total Bancorp shareholders’ equity as a percent of average assets11.34  %10.11 
Tangible equity as a percent of tangible assets(a)(b)
9.01 9.28 
Tangible common equity as a percent of tangible assets(a)(b)
8.26 8.46 
(a)These are non-GAAP measures. For further information, refer to the Non-GAAP Financial Measures section of MD&A.
(b)Excludes AOCI.

On March 19, 2026, the U.S. banking agencies issued notices of proposed rulemaking to revise the U.S. regulatory capital framework to finalize the post-crisis Basel III reforms. Comments are due by June 18, 2026 with final implementation expected to include a multi-year transition. Under the Federal Reserve’s enhanced prudential standards tailoring framework, the Bancorp is currently a Category IV banking organization and expects, as a result of the Comerica acquisition, to become subject to standards applicable to Category III banking organizations by the end of 2026. The Bank, as the Bancorp’s insured depository institution subsidiary, would also be subject to certain requirements applicable to Category III or Category IV banking organizations. As either Category III or Category IV institutions, the Bancorp and the Bank would not be required to adopt the new expanded risk‑based approach under the proposed rules, although the proposed rules would permit an election to adopt the expanded risk‑based approach. However, if implemented as proposed, the rules would impact how the Bancorp and the Bank calculate capital requirements. Effective dates for the proposed rules were not proposed. The Bancorp is in the process of evaluating this proposed rulemaking and assessing its potential impact.

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.
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Table of Contents
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Under the Enhanced Prudential Standards tailoring rules, the Bancorp was subject to Category IV standards as of March 31, 2026, 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 subject to the 2026 supervisory stress test conducted by the FRB and submitted the Board-approved capital plan and information contained in Schedule C - Regulatory Capital Instruments, which was inclusive of impacts related to the Comerica acquisition, as required, by the April 5, 2026 deadline.

Issuance of Stock
In connection with the acquisition of Comerica, on February 1, 2026, the Bancorp issued approximately 240 million shares of its common stock to holders of Comerica common stock as of the acquisition date, representing a value per common share of $93.73, based on the $50.22 closing price of Fifth Third Bancorp’s common stock on January 30, 2026. Fractional shares were not issued and were instead paid in cash. Upon closing of the transaction, all shares of Comerica common stock were cancelled and retired. Additionally, on February 1, 2026, the Bancorp issued 16,000,000 depository shares, representing 400,000 shares of 6.875% fixed-rate reset non-cumulative perpetual preferred stock, Series M to the holders of Comerica’s 6.875% fixed-rate reset non-cumulative perpetual preferred stock, Series B that were outstanding on January 30, 2026. Each Series M share has a $1,000 liquidation preference and accrues dividends on a non-cumulative quarterly basis, initially beginning on January 1, 2026 with a first dividend payment date of April 1, 2026. Subject to any required regulatory approval, the Bancorp may redeem the Series M preferred shares at its option, in whole or in part, on any dividend payment date on or after October 1, 2030 and may redeem, in whole but not in part, within 90 days following a regulatory capital event. The Series M preferred shares are not convertible into Bancorp common shares or any other securities.

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 $0.40 and $0.37 for the three months ended March 31, 2026 and 2025, respectively.

The following table summarizes the monthly share repurchase activity for the three months ended March 31, 2026:
TABLE 58: Share Repurchases

Period
Total Number
of Shares Purchased(a)
Average Price
Paid per Share		Total Number of Shares
Purchased as a Part of
Publicly Announced
Plans or Programs
Maximum Number of
Shares that May Yet Be
Purchased under the
Plans or Programs(b)
January 1 - January 31, 2026118,364$49.58 —93,070,648
February 1 - February 28, 20261,479,95553.02 —93,070,648
March 1 - March 31, 202687,91444.44 —93,070,648
Total1,686,233$52.33 —93,070,648
(a)    Shares repurchased during the first quarter of 2026 were in connection with various employee compensation plans. These purchases do not count against the maximum number of shares that may yet be purchased under the Board of Directors’ authorization.
(b)    On June 13, 2025, the Bancorp’s Board of Directors authorized management to purchase 100 million shares of the Bancorp’s common stock through the open market or in any private party transactions. This authorization did not include specific targets or an expiration date.
48
Quantitative and Qualitative Disclosures about Market Risk (Item 3)
Information presented in the Interest Rate and Price Risk Management subsection of the Risk Management section of Management’s Discussion and Analysis of Financial Condition and Results of Operations is incorporated herein by reference. This information contains certain statements that the Bancorp believes are forward-looking statements. Refer to page 1 for cautionary information regarding forward-looking statements.

Controls and Procedures (Item 4)
The Bancorp conducted an evaluation, under the supervision and with the participation of the Bancorp’s management, including the Bancorp’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Bancorp’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on the foregoing, as of the end of the period covered by this report, the Bancorp’s Chief Executive Officer and Chief Financial Officer concluded that the Bancorp’s disclosure controls and procedures were effective, in all material respects, to ensure that information required to be disclosed in the reports the Bancorp files and submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported as and when required and information is accumulated and communicated to the Bancorp’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

The Bancorp’s management also conducted an evaluation of internal control over financial reporting to determine whether any changes occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Bancorp’s internal control over financial reporting. On February 1, 2026, the Bancorp completed the acquisition of Comerica Incorporated and its subsidiaries. The Bancorp is in the process of integrating the acquired operations into its overall financial reporting process and has extended its oversight and monitoring processes that support internal control over financial reporting to include the acquired operations. Based on this evaluation, there has been no such change during the period covered by this report, other than as previously noted.
49

Fifth Third Bancorp and Subsidiaries
Condensed Consolidated Financial Statements and Notes (Item 1)
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
As of
March 31,December 31,
($ in millions, except share data)20262025
Assets
Cash and due from banks$4,084 3,499 
Other short-term investments(a)
17,456 18,876 
Available-for-sale debt and other securities (amortized cost of $49,238 and $39,107)
46,161 36,159 
Held-to-maturity securities (fair value of $16,341 and $11,404)
16,389 11,368 
Trading debt securities1,669 1,057 
Equity securities544 453 
Loans and leases held for sale (includes $714 and $658 of residential mortgage loans measured at fair value)
1,365 733 
Portfolio loans and leases(a) (includes $105 and $106 of residential mortgage loans measured at fair value)
176,250 122,651 
Allowance for loan and lease losses(a)
(2,922)(2,253)
Portfolio loans and leases, net173,328 120,398 
Bank premises and equipment (includes $18 and $9 held for sale)
3,283 2,734 
Goodwill9,966 4,947 
Intangible assets1,233 69 
Servicing rights1,583 1,598 
Other assets(a)
19,978 12,485 
Total Assets$297,039 214,376 
Liabilities
Deposits:
Noninterest-bearing deposits$65,335 42,647 
Interest-bearing deposits168,286 129,172 
Total deposits233,621 171,819 
Short-term borrowings1,289 926 
Accrued taxes, interest and expenses2,628 2,083 
Other liabilities(a)
6,642 4,235 
Long-term debt(a)
18,753 13,589 
Total Liabilities$262,933 192,652 
Equity
Common stock(b)
$2,585 2,051 
Preferred stock(c)
2,182 1,770 
Capital surplus15,586 3,831 
Retained earnings25,248 25,488 
Accumulated other comprehensive loss(3,234)(3,110)
Treasury stock(b)
(8,261)(8,306)
Total Equity$34,106 21,724 
Total Liabilities and Equity$297,039 214,376 
(a)Includes $38 and $38 of other short-term investments, $463 and $554 of portfolio loans and leases, $(8) and $(9) of ALLL, $3 and $3 of other assets, $10 and $11 of other liabilities and $391 and $473 of long-term debt from consolidated VIEs that are included in their respective captions above at March 31, 2026 and December 31, 2025, respectively. For further information, refer to Note 10.
(b)Common shares: Stated value $2.22 per share; authorized 2,000,000,000; outstanding at March 31, 2026 – 905,822,556 (excludes 258,416,111 treasury shares), December 31, 2025 – 661,197,787 (excludes 262,694,794 treasury shares).
(c)500,000 shares of no par value preferred stock were authorized at both March 31, 2026 and December 31, 2025. There were 36,000 and 436,000 unissued shares of undesignated no par value preferred stock at March 31, 2026 and December 31, 2025, respectively. Each issued share of no par value preferred stock has a liquidation preference of $25,000. 500,000 shares of no par value Class B preferred stock were authorized at both March 31, 2026 and December 31, 2025. There were 300,000 unissued shares of undesignated no par value Class B preferred stock at both March 31, 2026 and December 31, 2025. Each issued share of no par value Class B preferred stock has a liquidation preference of $1,000.

Refer to the Notes to Condensed Consolidated Financial Statements.
50
Fifth Third Bancorp and Subsidiaries
Condensed Consolidated Financial Statements and Notes (continued)
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited)
For the three months ended
March 31,
($ in millions, except share data)20262025
Interest Income
Interest and fees on loans and leases$2,293 1,816 
Interest on securities501 451 
Interest on other short-term investments178 165 
Total interest income2,972 2,432 
Interest Expense
Interest on deposits813 743 
Interest on short-term borrowings5 58 
Interest on long-term debt220 194 
Total interest expense1,038 995 
Net Interest Income1,934 1,437 
Provision for credit losses227 174 
Net Interest Income After Provision for Credit Losses1,707 1,263 
Noninterest Income
Wealth and asset management revenue233 172 
Commercial payments revenue218 153 
Consumer banking revenue146 137 
Capital markets fees134 90 
Commercial banking revenue105 80 
Mortgage banking net revenue44 57 
Other noninterest income 27 14 
Securities losses, net(12)(9)
Total noninterest income895 694 
Noninterest Expense
Compensation and benefits1,410 750 
Technology and communications204 123 
Net occupancy expense140 87 
Card and processing expense79 21 
Equipment expense55 42 
Marketing expense50 28 
Loan and lease expense42 30 
Other noninterest expense415 223 
Total noninterest expense2,395 1,304 
Income Before Income Taxes207 653 
Applicable income tax expense42 138 
Net Income165 515 
Dividends on preferred stock37 37 
Net Income Available to Common Shareholders$128 478 
Earnings per share - basic$0.16 0.71 
Earnings per share - diluted$0.15 0.71 
Average common shares outstanding - basic825,118,886 671,052,320 
Average common shares outstanding - diluted830,273,720 676,040,080 

Refer to the Notes to Condensed Consolidated Financial Statements.
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Fifth Third Bancorp and Subsidiaries
Condensed Consolidated Financial Statements and Notes (continued)
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)
For the three months ended
March 31,
($ in millions)20262025
Net Income$165 515 
Other Comprehensive (Loss) Income, Net of Tax:
Net unrealized losses on available-for-sale debt securities:
Unrealized holding (losses) gains arising during period(100)481 
Net unrealized losses on available-for-sale debt securities transferred to held-to-maturity securities:
Amortization of unrealized losses on available-for-sale debt securities transferred to held-to-maturity securities22 25 
Net unrealized losses on cash flow hedge derivatives:
Unrealized holding (losses) gains arising during period(62)193 
Reclassification adjustment for net losses included in net income16 42 
Other comprehensive (loss) income, net of tax(124)741 
Comprehensive Income$41 1,256 
        
Refer to the Notes to Condensed Consolidated Financial Statements.
52
Fifth Third Bancorp and Subsidiaries
Condensed Consolidated Financial Statements and Notes (continued)
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (unaudited)
($ in millions, except per share data)Common
Stock		Preferred
Stock		Capital
Surplus		Retained
Earnings		Accumulated
Other
Comprehensive
Loss		Treasury
Stock		Total
Equity
Balance at December 31, 2024$2,051 2,116 3,804 24,150 (4,636)(7,840)19,645 
Net income515 515 
Other comprehensive income, net of tax741 741 
Cash dividends declared:
Common stock ($0.37 per share)
(251)(251)
Preferred stock:
     Series H ($476.55 per share)
(12)(12)
     Series I ($518.85 per share)
(9)(9)
     Series J ($482.40 per share)
(6)(6)
     Series K ($309.38 per share)
(3)(3)
     Series L ($281.25 per share)
(4)(4)
     Class B, Series A ($15.00 per share)
(3)(3)
Shares acquired for treasury(226)(226)
Impact of stock transactions under stock compensation plans, net(31)47 16 
Balance at March 31, 2025$2,051 2,116 3,773 24,377 (3,895)(8,019)20,403 

Balance at December 31, 2025$2,051 1,770 3,831 25,488 (3,110)(8,306)21,724 
Net income165 165 
Other comprehensive loss, net of tax(124)(124)
Cash dividends declared:
Common stock ($0.40 per share)
(368)(368)
Preferred stock:
     Series H ($435.38 per share)
(10)(10)
     Series I ($477.68 per share)
(9)(9)
     Series J ($441.45 per share)
(5)(5)
     Series K ($309.38 per share)
(3)(3)
     Series M ($17.19 per share)
(7)(7)
     Class B, Series A ($15.00 per share)
(3)(3)
Impact of Comerica acquisition534 412 11,744 (14)12,676 
Impact of stock transactions under stock compensation plans, net11 59 70 
Balance at March 31, 2026$2,585 2,182 15,586 25,248 (3,234)(8,261)34,106 

Refer to the Notes to Condensed Consolidated Financial Statements.




















53
Fifth Third Bancorp and Subsidiaries
Condensed Consolidated Financial Statements and Notes (continued)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
For the three months ended March 31,
($ in millions)20262025
Operating Activities
Net income$165 515 
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses227 174 
Depreciation, amortization and accretion199 135 
Stock-based compensation expense145 73 
Provision for deferred income taxes13 5 
Securities losses, net9 5 
MSR fair value adjustment38 50 
Net gains on sales of loans and fair value adjustments on loans held for sale(9)(13)
Proceeds from sales of loans held for sale1,289 1,049 
Loans originated or purchased for sale, net of repayments(1,812)(912)
Dividends representing return on equity method investments12 10 
Net change in:
Equity and trading debt securities(196)(74)
Other assets(566)755 
Accrued taxes, interest and expenses and other liabilities(620)(539)
Net Cash (Used in) Provided by Operating Activities(1,106)1,233 
Investing Activities
Proceeds from sales:
AFS securities and other investments1,965 956 
Loans and leases90 79 
Proceeds from repayments and maturities of AFS securities1,565 913 
Proceeds from repayments and maturities of HTM securities488 140 
Purchases:
AFS securities(6,334)(1,428)
HTM securities(1,790)— 
Bank premises and equipment(146)(117)
Proceeds from settlement of BOLI21 12 
Proceeds from sales and dividends representing return of equity method investments4 4 
Net cash received from acquisitions740 — 
Net change in:
Other short-term investments12,662 2,155 
Portfolio loans and leases(3,463)(2,594)
Other, net
(388)(187)
Net Cash Provided by (Used in) Investing Activities5,414 (67)
Financing Activities
Net change in deposits(3,387)(1,747)
Net change in short-term borrowings(60)23 
Proceeds from short-term FHLB advances750 1,000 
Repayment of short-term FHLB advances(300)— 
Proceeds from long-term debt issuances/advances2,092 998 
Repayment of long-term debt(2,434)(867)
Dividends paid on common and preferred stock(308)(297)
Repurchases of treasury stock and related forward contract— (225)
Other, net
(76)(56)
Net Cash Used in Financing Activities(3,723)(1,171)
Increase (Decrease) in Cash and Due from Banks585 (5)
Cash and Due from Banks at Beginning of Period3,499 3,014 
Cash and Due from Banks at End of Period$4,084 3,009 
Refer to the Notes to Condensed Consolidated Financial Statements. Note 2 contains cash payments related to interest and income taxes in addition to non-cash investing and financing activities.
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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)

1. Basis of Presentation
The Condensed Consolidated Financial Statements include the accounts of the Bancorp and its majority-owned subsidiaries and VIEs in which the Bancorp has been determined to be the primary beneficiary. Other entities, including certain joint ventures in which the Bancorp has the ability to exercise significant influence over operating and financial policies of the investee, but upon which the Bancorp does not possess control, are accounted for by the equity method and not consolidated. The investments in those entities in which the Bancorp does not have the ability to exercise significant influence are generally carried at fair value unless the investment does not have a readily determinable fair value. The Bancorp accounts for equity investments without a readily determinable fair value using the measurement alternative to fair value, representing the cost of the investment minus any impairment recorded and plus or minus changes resulting from observable price changes in orderly transactions for an identical or a similar investment of the same issuer. Intercompany transactions and balances among consolidated entities have been eliminated.

In the opinion of management, the unaudited Condensed Consolidated Financial Statements include all adjustments, which consist of normal recurring accruals, necessary to present fairly the results for the periods presented. In accordance with U.S. GAAP and the rules and regulations of the SEC for interim financial information, these statements do not include certain information and footnote disclosures required for complete annual financial statements and it is suggested that these Condensed Consolidated Financial Statements be read in conjunction with the Bancorp’s Annual Report on Form 10-K. The results of operations, comprehensive income, cash flows and changes in equity for the three months ended March 31, 2026 and 2025 are not necessarily indicative of the results to be expected for the full year. Financial information as of December 31, 2025 has been derived from the Bancorp’s Annual Report on Form 10-K.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

2. Supplemental Cash Flow Information
Cash payments related to interest and income taxes in addition to non-cash investing and financing activities are presented in the following table for the three months ended March 31:
($ in millions)20262025
Cash Payments:
Interest$1,071 1,107 
Income taxes paid, net of refunds received9 (3)
Transfers:
Portfolio loans and leases to loans and leases held for sale$199 38 
Loans and leases held for sale to portfolio loans and leases2 2 
Portfolio loans and leases to OREO6 5 
Bank premises and equipment to OREO1 4 
Supplemental Disclosures:
Non-cash consideration transferred for the Comerica acquisition
$12,676 $—

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
3. Accounting and Reporting Developments

Standard Adopted in 2026
The Bancorp adopted the following new accounting standard during the three months ended March 31, 2026:

ASU 2025-08 – Financial Instrument – Credit Losses (Topic 326): Purchased Loans
In November 2025, the FASB issued ASU 2025-08, which modifies the accounting for purchased financial assets by expanding the gross-up approach for recognizing the estimate of expected credit losses to purchased seasoned loans, which includes non-purchased credit deteriorated loans (excluding credit cards and leases) purchased at least 90 days after origination and the acquirer was not involved in the origination, or loans acquired in a business combination. Upon acquisition, PSLs should be accounted for under the gross-up approach, which includes recognizing an allowance and an offsetting entry as an addition to the fair value of the loan, resulting in an initial amortized cost basis in an amount equal to the sum of the purchase price plus the ACL. The difference, if any, between the amortized cost basis (as adjusted for expected credit losses) and the unpaid principal balance is recognized as a noncredit discount or premium and accreted or amortized into interest income. The amended guidance largely eliminates the day 1 credit loss expense for non-PCD acquired financial assets. The amended guidance also introduces an accounting policy election for entities that use a method other than a discounted cash flow analysis to estimate credit losses on PSLs, which allows the use of the amortized cost basis rather than the unpaid principal balance when subsequently measuring the ACL, applied on an individual-acquisition basis. As permitted, the Bancorp early adopted the amended guidance and the related accounting policy election effective January 1, 2026, on a prospective basis. Refer to Note 4 for additional information.

Significant Accounting Standards Issued but Not Yet Adopted
The following significant accounting standards were issued but not yet adopted by the Bancorp as of March 31, 2026:

ASU 2024-03 – Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU 2024-03, which introduces new requirements to disclose additional information about certain types of expenses, including employee compensation, depreciation, intangible asset amortization and selling expenses. The amended guidance is effective for the Bancorp for the year ending December 31, 2027 and subsequent interim reporting periods beginning in 2028, with early adoption permitted, and is to be applied prospectively, with retrospective application permitted. The Bancorp is in the process of evaluating the impact of the amended guidance on its Condensed Consolidated Financial Statements.

ASU 2025-06 – Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software
In September 2025, the FASB issued ASU 2025-06, which modernizes the accounting for internal-use software by replacing the stage-based capitalization model with a principle-based framework. The amended guidance clarifies that capitalization begins when management authorizes funding and determines that it is probable the project will be completed and the software will be used as intended. The amended guidance is effective for the Bancorp on January 1, 2028 with early adoption permitted. The amendments should be applied on either a prospective, modified or retrospective basis. The Bancorp is in the process of evaluating the impact of the amended guidance on its Condensed Consolidated Financial Statements.

ASU 2025-07 – Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract
In September 2025, the FASB issued ASU 2025-07, which refines derivative accounting by introducing a scope exception for certain contracts with variables based on the specific operations or activities of one of the parties to the contract. The amended guidance also clarifies that share-based noncash consideration received from a customer in a revenue contract is initially accounted for under ASC 606, with other guidance applied only once the consideration becomes unconditional. The amended guidance is effective for the Bancorp on January 1, 2027, with early adoption permitted. The amendments should be applied on either a prospective or modified retrospective basis. The Bancorp does not expect the amended guidance to have a material impact on its Condensed Consolidated Financial Statements.

ASU 2025-09 – Derivatives and Hedging (Topic 815): Hedge Accounting Improvements
In November 2025, the FASB issued ASU 2025-09, which makes several amendments to existing guidance for hedge accounting. The amendments are intended to simplify the application of hedge accounting guidance in current U.S. GAAP, improve the alignment of financial reporting with an entity’s risk management strategies and enable the achievement and maintenance of hedge accounting for highly effective economic hedges of forecasted transactions. Among other things, the amendments include the expansion of hedged risks for groups of forecasted transactions in a cash flow hedge, introduction of a model for variable-rate debt with choose-your-rate debt features, expansion of hedge accounting for forecasted purchases and sales of nonfinancial assets, elimination of the net written option test for certain compound derivatives, and elimination of recognition and presentation mismatches involving foreign currency-denominated debt in dual hedge designations. The amended guidance is effective for the Bancorp on January 1, 2027, with early adoption permitted. The amendments should be applied on a prospective basis for all hedging relationships. The Bancorp may elect to adopt the amendments for hedging relationships that exist as of the date of adoption. The Bancorp does not expect the amended guidance to have a material impact on its Condensed Consolidated Financial Statements.
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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
ASU 2025-11 – Interim Reporting (Topic 270): Narrow-Scope Improvements
In December 2025, the FASB issued ASU 2025-11, which clarifies interim disclosure requirements by providing a comprehensive list of disclosures that are required in interim periods. The amendments also introduce a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The amended guidance is effective for the Bancorp on January 1, 2028, with early adoption permitted. The amendments should be applied on either a prospective or retrospective basis. The Bancorp is in the process of evaluating the impact of the amended guidance on its interim reporting.

Updates to Significant Accounting and Reporting Policies
In conjunction with the adoption of ASU 2025-08 on January 1, 2026, the Bancorp has updated its accounting and reporting policy for portfolio loans and leases as described below. Additionally, in conjunction with the acquisition of Comerica Incorporated on February 1, 2026, the Bancorp has updated its accounting and reporting policy for pension plans as described below. Refer to Note 1 of the Notes to Consolidated Financial Statements in the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2025 for discussion of these accounting and reporting policies for periods prior to January 1, 2026.

Portfolio Loans and Leases
Basis of accounting
Portfolio loans and leases are generally reported at the principal balance outstanding, net of unearned income, deferred direct loan origination fees and costs and any direct principal charge-offs. Direct loan origination fees and costs are deferred and the net amount is amortized over the contractual life or estimated life, if prepayments are estimated, of the related loans as a yield adjustment. Interest income is recognized based on the principal balance outstanding, computed using the effective interest method.

Loans and leases acquired by the Bancorp through a purchase or business combination are initially evaluated for classification as PCD. Acquired loans and leases (including both sales-type leases and direct financing leases) are classified as PCD when there is evidence of more than insignificant deterioration in credit quality since origination. Loans that do not meet the criteria to be classified as PCD, are evaluated to determine whether they qualify as PSLs. Loans are considered PSLs if they are acquired at least 90 days after origination and the Bancorp was not involved in the origination of the loan. Loans acquired in a business combination are automatically deemed PSLs. Excluded from the scope of PSLs are credit cards, debt securities, contract assets, trade receivables and leases.

At acquisition, PCD and PSLs are accounted for under the gross-up approach, which includes recognizing an allowance and an offsetting entry as an addition to the fair value of the loan, resulting in an initial amortized cost basis in an amount equal to the sum of the purchase price plus the ACL. The difference, if any, between the amortized cost basis (as adjusted for expected credit losses) and the unpaid principal balance is recognized as a noncredit discount or premium and accreted or amortized into interest income over the life of the loan as an adjustment to yield.

For acquired loans and finance leases that do not qualify as PCD or PSLs, the Bancorp does not carry over the acquired company’s ACL but upon acquisition will record an ACL and provision for credit losses reflective of credit losses expected to be incurred over the remaining contractual life of the acquired loans. Premiums and discounts reflected in the initial fair value are amortized into interest income over the life of the loan as an adjustment to yield.

The Bancorp’s lease portfolio consists of sales-type, direct financing and leveraged leases. Leases are classified as sales-type if the Bancorp transfers control of the underlying asset to the lessee. The Bancorp classifies leases that do not meet any of the criteria for a sales-type lease as a direct financing lease if the present value of the sum of the lease payments and any residual value guaranteed by the lessee and/or any other third party equals or exceeds substantially all of the fair value of the underlying asset and the collection of the lease payments and residual value guarantee is probable. Sales-type and direct financing leases are recorded at the aggregate of lease payments plus estimated residual value of the leased property, less unearned income. Interest income on sales-type and direct financing leases is recognized over the term of the lease to achieve a constant periodic rate of return on the outstanding investment.

Leveraged leases, entered into before January 1, 2019, are recorded at the aggregate of lease payments (less nonrecourse debt payments) plus estimated residual value of the leased property, less unearned income. Interest income on leveraged leases is recognized over the term of the lease to achieve a constant rate of return on the outstanding investment in the lease, net of the related deferred income tax liability, in the years in which the net investment is positive. Leveraged lease accounting is no longer applied for leases entered into or modified after the Bancorp’s adoption of ASU 2016-02, Leases, on January 1, 2019.

Pension Plans
The Bancorp uses a third-party actuary to assist in determining the projected obligations and annual costs of its defined benefit pension plans, which are dependent on assumptions of future events. These include demographic assumptions such as retirement age, mortality, the rate of compensation increases and the form of payment election, as well as market-based assumptions such as discount rates and expected returns on plan assets. Net periodic pension cost (or benefit) includes service cost, interest cost, expected returns on plan assets, the amortization of prior service cost (or credit) and the amortization of net actuarial gains (or losses). To determine the expected investment returns on plan assets, the Bancorp estimates expected long-term rates of return for classes of investments, which are then applied to a market-related value
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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
of plan assets as of the measurement date. For fixed-income and private placement securities, the market-related value of plan assets is based on the fair value as of the measurement date. For other types of investments, the market-related value of plan assets at the measurement date is based on amortizing the difference between actual returns and expected returns over a period of up to five years. Amortization of the net gain or loss resulting from experience different from that assumed and from changes in assumptions (excluding asset gains and losses not yet reflected in market-related value) is included as a component of net periodic benefit cost. If, as of the beginning of the year, that net gain or loss exceeds 10% of the greater of the projected benefit obligation and the market-related value of plan assets, the amortization is that excess divided by the average remaining service period of participating employees expected to receive benefits under the plan. Service cost is included in compensation and benefits expense, while the other components of net periodic pension cost (or benefit) are included in other noninterest expense in the Condensed Consolidated Statements of Income. The Bancorp recognizes the overfunded or underfunded status of each plan in other assets and accrued taxes, interest and expenses, respectively, in the Condensed Consolidated Balance Sheets.
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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
4. Business Combination
On February 1, 2026, Fifth Third Bancorp closed the merger with Comerica Incorporated in an all-stock transaction valued at approximately $12.7 billion. Comerica was headquartered in Dallas, Texas, with 351 full-service banking center locations, primarily located in Michigan, Texas and California. Comerica had two wholly-owned banking subsidiaries, Comerica Bank and Comerica Bank & Trust, National Association, which were both merged into Fifth Third Bank, National Association on February 1, 2026. The merger resulted in a combined company that is one of the largest banks in the U.S., with a strengthened competitive position in the Midwest and significant operations in high-growth U.S. markets, including key regions in the Southeast, Texas and California.

Under the terms of the merger agreement, each outstanding share of Comerica’s common stock was converted into the right to receive 1.8663 shares of Fifth Third Bancorp common stock and each outstanding share of Comerica’s preferred stock was converted into the right to receive one share of a newly created series of preferred stock with comparable terms issued by the Bancorp.

On February 1, 2026, the Bancorp issued approximately 240 million shares of its common stock to holders of Comerica common stock as of the acquisition date, representing a value per common share of $93.73, based on the $50.22 closing price of Fifth Third Bancorp’s common stock on January 30, 2026. Fractional shares were not issued and were instead paid in cash. Upon closing of the transaction, all shares of Comerica common stock were cancelled and retired. Additionally, on February 1, 2026, the Bancorp issued 16,000,000 depository shares, representing 400,000 shares of 6.875% fixed-rate reset non-cumulative perpetual preferred stock, Series M to the holders of Comerica’s 6.875% fixed-rate reset non-cumulative perpetual preferred stock, Series B that were outstanding on January 30, 2026. Each Series M share has a $1,000 liquidation preference and accrues dividends on a non-cumulative quarterly basis, initially beginning on January 1, 2026 with a first dividend payment date of April 1, 2026. Subject to any required regulatory approval, the Bancorp may redeem the Series M preferred shares at its option, in whole or in part, on any dividend payment date on or after October 1, 2030 and may redeem, in whole but not in part, within 90 days following a regulatory capital event. The Series M preferred shares are not convertible into Bancorp common shares or any other securities.

The acquisition of Comerica constituted a business combination and was accounted for under the acquisition method of accounting. Accordingly, the assets acquired and liabilities assumed were recorded at their estimated fair values as of the acquisition date. These fair value estimates are considered preliminary as of March 31, 2026. Fair value estimates, including those for loans and leases, intangible assets, deposits, bank premises and equipment, other liabilities, certain tax-related matters and goodwill, are subject to change for up to one year after the acquisition date as additional information becomes available.

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
The following table reflects total consideration transferred for Comerica’s net assets and the amounts of acquired identifiable assets and liabilities assumed at their preliminary estimated fair values as of the acquisition date:
($ in millions)
Purchase consideration
Fair value of common stock issued$12,056 
Fair value of preferred stock issued412 
Replacement of stock-based awards208 
Fair value of purchase consideration$12,676 
Net Identifiable Assets Acquired, at Fair Value:
Assets:
Cash and due from banks$740 
Other short-term investments11,242 
Available-for-sale debt and other securities7,243 
Held-to-maturity securities3,669 
Trading debt securities170 
Equity securities141 
Loans and leases held for sale1 
Portfolio loans and leases50,536 
Allowance for loan and lease losses(661)
Portfolio loans and leases, net49,875 
Bank premises and equipment526 
Intangible assets1,209 
Other assets5,954 
Total assets acquired$80,770 
Liabilities:
Deposits$65,189 
Accrued taxes, interest and expenses901 
Other liabilities1,494 
Long-term debt5,529 
Total liabilities assumed$73,113 
Net identifiable assets acquired$7,657 
Goodwill$5,019 
In connection with the merger, the Bancorp recognized approximately $5.0 billion of goodwill, which is not expected to be tax-deductible. Refer to Note 8 for additional information on goodwill recognized and Note 9 for additional information on intangible assets acquired in the acquisition of Comerica.

The following is a description of the methods used to determine the estimated fair values of significant assets and liabilities:

Cash and due from banks and other short-term investments
For financial instruments with a short-term or no stated maturity, prevailing market rates and limited credit risk, carrying amounts approximate fair value.

Available-for-sale debt and other securities, held-to-maturity securities, trading debt securities and equity securities
Fair values for securities were based on quoted market prices, where available. If quoted market prices were not available, fair value estimates were based on observable inputs including quoted market prices for similar instruments, quoted market prices that are not in an active market or other inputs that are observable in the market. In the absence of observable inputs, fair value was estimated based on pricing models and/or DCF methodologies.

Loans and leases held for sale and portfolio loans and leases, net
Fair values for loans and leases were estimated individually based on a DCF methodology that considered factors including the type of loan and related collateral, fixed or variable interest rate, remaining term, credit quality ratings or scores, amortization status and current discount rates. Loans and leases with similar characteristics were pooled together to determine certain inputs or assumptions when applying various valuation techniques. The discount rates used for loans were based on an evaluation of current market rates for new originations of comparable loans and a market participant’s required rate of return to purchase similar assets, including adjustments for liquidity and credit
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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
quality when necessary. The initial amortized cost basis of acquired portfolio loans and leases also included the initial ACL amount for instruments designated as PCD assets or PSLs, as further discussed in the Acquired Loans and Leases section of this footnote.

Bank premises and equipment
Fair values for bank premises and equipment were generally based on appraisals of the property values.

Intangible assets
Intangible assets primarily consist of the core deposit intangible asset, representing the value of relationships with deposit customers. The fair value was estimated based on a DCF methodology that considered expected customer attrition rates, net maintenance cost of the deposit base, the alternative cost of funds and the interest costs associated with customer deposits. The core deposit intangible is being amortized on an accelerated basis over its estimated useful life.

Deposits
The fair values for time deposits were estimated using a DCF methodology whereby the contractual remaining cash flows were discounted using market rates currently being offered for time deposits of similar maturities. For transactional deposits, carrying amounts approximate fair value.

Long-term debt
The fair values of long-term debt instruments were estimated based on quoted market prices for identical or similar instruments if available, or by using DCF analyses based on current incremental borrowing rates for similar types of instruments.

Other assets and other liabilities
Acquired BOLI policies were initially recognized at their cash surrender value as of the acquisition date, which approximates fair value.

Assets and obligations of acquired pension and other postretirement benefit plans were remeasured as of the acquisition date, including Comerica’s qualified defined benefit plan, which was in an overfunded position. Refer to Note 18 for additional information.

Fair values for ROU assets associated with real estate operating leases were based on current market rental rates for similar properties in the same area, discounted at market-indicated discount rates for similar asset types as of the acquisition date. Estimates of current market rental rates were generally based on third-party market rent studies performed for each significant property.

Fair values for derivative contracts, which are included in either other assets or other liabilities, were valued using DCF or other models that incorporate current market interest rates, credit spreads assigned to the derivative counterparties and other market parameters. Certain derivative contracts were valued based upon models with significant unobservable market parameters.

Merger-Related Charges
Direct merger-related charges associated with the acquisition of Comerica were expensed as incurred by the Bancorp. These merger-related charges primarily related to employee change in control and termination expenses, system conversions and other costs of integrating and conforming the acquired operations with those of the Bancorp. The table below summarizes the merger-related charges recorded in the Condensed Consolidated Statements of Income:
($ in millions)
For the three months ended March 31, 2026
Noninterest Expense
Compensation and benefits$427 
Technology and communications21 
Net occupancy expense25 
Card and processing expense30 
Equipment expense4 
Other noninterest expense128 
Total noninterest expense$635 
Noninterest Income
Other noninterest income (loss)(22)
Total noninterest income$(22)
Total merger-related charges$657 

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
Unaudited Pro Forma Information
The following table presents unaudited pro forma information as if the merger of Comerica had occurred on January 1, 2025. This unaudited pro forma information combines the historical condensed consolidated results of operations of Fifth Third Bancorp and Comerica after giving effect to certain adjustments, including purchase accounting adjustments, amortization of intangible assets and merger costs, as well as the related income tax effects of those adjustments. The unaudited pro forma results also reflect reclassification adjustments to conform Comerica’s presentation with the Bancorp’s presentation. Direct costs associated with the merger are included in unaudited pro forma earnings as of January 1, 2025.

The unaudited pro forma information does not necessarily reflect the results of operations that would have occurred had Fifth Third Bancorp acquired Comerica on January 1, 2025. Furthermore, cost savings and other business synergies related to the merger are not reflected in the unaudited pro forma amounts for the three months ended March 31, 2026 and 2025.
Unaudited Pro Forma Information
For the three months ended March 31,
($ in millions)20262025
Net interest income$2,133 2,058 
Noninterest income1,007 937 
Net income available to common shareholders762 52 

Acquired Loans and Leases
For information on the accounting for acquired loans and leases, refer to Note 3.

The following table reflects the unpaid principal balance, fair value and initial amortized cost basis of acquired loans and leases as of:
February 1, 2026 ($ in millions)
PCDPSLOtherTotal
Fair value of acquired loans and leases$3,404 46,066 405 49,875 
Adjustments for expected credit losses(a)(b)
180 481 — 661 
Initial amortized cost basis of acquired loans and leases$3,584 46,547 405 50,536 
Unpaid principal balance of acquired loans and leases(a)
3,680 46,621 406 50,707 
Noncredit discount, net$(96)(74)(1)(171)
(a)The unpaid principal balance and adjustment for expected credit losses exclude net charge-offs of $94 which were taken immediately at the time of the Comerica acquisition.
(b)The initial ALLL on other acquired loans and leases was $8 and was recorded as provision for credit losses in the Bancorp’s Condensed Consolidated Statements of Income.
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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
5. 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 Bancorp may also utilize investment securities as part of a non-qualifying hedging strategy to manage interest rate risk related to MSRs.

The following tables provide the amortized cost, unrealized gains and losses and fair value for the major categories of the available-for-sale debt and other securities and held-to-maturity securities portfolios as of:
March 31, 2026 ($ in millions)Amortized
Cost		Unrealized
Gains		Unrealized
Losses		Fair
Value
Available-for-sale debt and other securities:
U.S. Treasury and federal agencies securities$3,454 2 (2)3,454 
Mortgage-backed securities:
Agency residential mortgage-backed securities15,183 10 (599)14,594 
Agency commercial mortgage-backed securities24,403 3 (2,168)22,238 
Non-agency commercial mortgage-backed securities2,962 1 (212)2,751 
Asset-backed securities and other debt securities2,438 2 (114)2,326 
Other securities(a)
798 — — 798 
Total available-for-sale debt and other securities$49,238 18 (3,095)46,161 
Held-to-maturity securities:(b)
U.S. Treasury and federal agencies securities$2,154 3 — 2,157 
Mortgage-backed securities:
Agency residential mortgage-backed securities5,612 11 (71)5,552 
Agency commercial mortgage-backed securities8,621 36 (27)8,630 
Asset-backed securities and other debt securities2 — — 2 
Total held-to-maturity securities$16,389 50 (98)16,341 
(a)Other securities consist of FHLB, FRB and DTCC restricted stock holdings of $204, $591 and $3, respectively, at March 31, 2026, that are carried at cost.
(b)The amortized cost basis includes a discount of $715 at March 31, 2026 pertaining to the remaining unamortized portion of unrealized losses on securities transferred to HTM.

December 31, 2025 ($ in millions)Amortized
Cost		Unrealized
Gains		Unrealized
Losses		Fair
Value
Available-for-sale debt and other securities:
U.S. Treasury and federal agencies securities$1,575 — — 1,575 
Mortgage-backed securities:
Agency residential mortgage-backed securities9,138 18 (533)8,623 
Agency commercial mortgage-backed securities22,307 4 (2,124)20,187 
Non-agency commercial mortgage-backed securities3,032 1 (200)2,833 
Asset-backed securities and other debt securities2,381 2 (116)2,267 
Other securities(a)
674 — — 674 
Total available-for-sale debt and other securities$39,107 25 (2,973)36,159 
Held-to-maturity securities:(b)
U.S. Treasury and federal agencies securities$2,438 19 — 2,457 
Mortgage-backed securities:
Agency residential mortgage-backed securities5,023 23 (44)5,002 
Agency commercial mortgage-backed securities3,905 43 (5)3,943 
Asset-backed securities and other debt securities2 — — 2 
Total held-to-maturity securities$11,368 85 (49)11,404 
(a)Other securities consist of FHLB, FRB and DTCC restricted stock holdings of $167, $505 and $2, respectively, at December 31, 2025, that are carried at cost.
(b)The amortized cost basis includes a discount of $742 at December 31, 2025 pertaining to the remaining unamortized portion of unrealized losses on securities transferred to HTM.

The following table provides the fair value of trading debt securities and equity securities as of:

($ in millions)		March 31,
2026		December 31,
2025
Trading debt securities$1,669 1,057 
Equity securities544 453 

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
The amounts reported in the preceding tables exclude accrued interest receivable on investment securities of $194 million and $139 million at March 31, 2026 and December 31, 2025, respectively, which is presented as a component of other assets in the Condensed Consolidated Balance Sheets.
The following table presents the components of net securities losses and gains recognized in the Condensed Consolidated Statements of Income:
For the three months ended March 31,
($ in millions)20262025
Available-for-sale debt and other securities:
Realized gains$7 5 
Realized losses(7)(5)
Net losses on available-for-sale debt and other securities$— — 
Trading debt securities:
Net unrealized losses(1)— 
Net trading debt securities losses$(1)— 
Equity securities:
Net realized gains1 — 
Net unrealized losses(12)(9)
Net equity securities losses$(11)(9)
Total losses recognized in income from available-for-sale debt and other securities, trading debt securities and equity securities(a)
$(12)(9)
(a)Excludes $3 and $4 of net securities gains for the three months ended March 31, 2026 and 2025, respectively, related to securities held by FTS to facilitate the timely execution of customer transactions. These gains and losses are included in capital markets fees and wealth and asset management revenue in the Condensed Consolidated Statements of Income.

At both March 31, 2026 and December 31, 2025, 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 both the three months ended March 31, 2026 and 2025.

At March 31, 2026 and December 31, 2025, investment securities with a fair value of $31.5 billion and $28.6 billion, respectively, were pledged to secure borrowing capacity, public deposits, trust funds, derivative contracts and for other purposes as required or permitted by law.

The expected maturity distribution of the Bancorp’s mortgage-backed securities and the contractual maturity distribution of the remainder of the Bancorp’s available-for-sale debt and other securities and held-to-maturity securities as of March 31, 2026 are shown in the following table:
($ in millions)Available-for-Sale Debt and OtherHeld-to-Maturity
Amortized CostFair ValueAmortized CostFair Value
Debt securities:(a)
Due in 1 year or less$4,010 3,986 308 308 
Due after 1 year through 5 years21,048 20,382 5,546 5,565 
Due after 5 years through 10 years19,350 17,447 10,350 10,279 
Due after 10 years4,032 3,548 185 189 
Other securities798 798 — — 
Total$49,238 46,161 16,389 16,341 
(a)Actual maturities may differ from contractual maturities when a right to call or prepay obligations exists with or without call or prepayment penalties.

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
The following table provides the fair value and gross unrealized losses on available-for-sale debt and other securities in an unrealized loss position, aggregated by investment category and length of time the individual securities have been in a continuous unrealized loss position as of:
Less than 12 months12 months or moreTotal
March 31, 2026 ($ in millions)Fair ValueUnrealized
Losses		Fair ValueUnrealized
Losses		Fair ValueUnrealized
Losses
U.S. Treasury and federal agencies securities$1,496 (2)— — 1,496 (2)
Agency residential mortgage-backed securities7,900 (50)4,469 (549)12,369 (599)
Agency commercial mortgage-backed securities1,973 (15)19,366 (2,153)21,339 (2,168)
Non-agency commercial mortgage-backed securities64 (1)2,598 (211)2,662 (212)
Asset-backed securities and other debt securities305 (4)1,762 (110)2,067 (114)
Total$11,738 (72)28,195 (3,023)39,933 (3,095)
December 31, 2025
U.S. Treasury and federal agencies securities$1,225 — — — 1,225 — 
Agency residential mortgage-backed securities1,454 (7)4,615 (526)6,069 (533)
Agency commercial mortgage-backed securities149 (1)19,826 (2,123)19,975 (2,124)
Non-agency commercial mortgage-backed securities1 — 2,695 (200)2,696 (200)
Asset-backed securities and other debt securities135 (1)1,893 (115)2,028 (116)
Total$2,964 (9)29,029 (2,964)31,993 (2,973)

At March 31, 2026 and December 31, 2025, $25 million and $24 million, respectively, of unrealized losses in the available-for-sale debt and other securities portfolio were related to non-rated securities.

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
6. Loans and Leases
The Bancorp diversifies its loan and lease portfolio by offering a variety of loan and lease products with various payment terms and rate structures. The Bancorp’s commercial loan and lease portfolio consists of lending to various industry types. Management periodically reviews the performance of its loan and lease products to evaluate whether they are performing within acceptable interest rate and credit risk levels and changes are made to underwriting policies and procedures as needed. The Bancorp maintains an allowance to absorb loan and lease losses that are expected to be incurred over the remaining contractual terms of the related loans and leases. For further information on credit quality and the ALLL, refer to Note 7.

The following table provides a summary of commercial loans and leases classified by primary purpose and consumer loans classified based upon product or collateral as of:

($ in millions)		March 31,
2026		December 31,
2025
Loans and leases held for sale:
Commercial and industrial loans$535 46 
Commercial mortgage loans49 29 
Commercial construction loans67 — 
Residential mortgage loans714 658 
Total loans and leases held for sale$1,365 733 
Portfolio loans and leases:
Commercial and industrial loans$83,864 52,749 
Commercial mortgage loans27,143 12,228 
Commercial construction loans8,329 5,316 
Commercial leases3,523 3,269 
Total commercial loans and leases$122,859 73,562 
Residential mortgage loans$19,507 17,652 
Home equity6,735 4,846 
Indirect secured consumer loans18,296 17,964 
Credit card1,658 1,747 
Solar energy installation loans4,465 4,560 
Other consumer loans2,730 2,320 
Total consumer loans$53,391 49,089 
Total portfolio loans and leases$176,250 122,651 

Portfolio loans and leases are recorded net of unearned income, which totaled $398 million and $384 million as of March 31, 2026 and December 31, 2025, respectively. The amortized cost basis of loans and leases excludes accrued interest receivable of $775 million and $534 million at March 31, 2026 and December 31, 2025, respectively, which is presented as a component of other assets in the Condensed Consolidated Balance Sheets. Additionally, portfolio loans and leases are recorded net of unamortized premiums and discounts, deferred direct loan origination fees and costs associated with loans and valuation adjustments associated with loans measured at fair value. These items totaled a net discount of $355 million and $216 million as of March 31, 2026 and December 31, 2025, respectively, of which $838 million and $872 million of net discount was related to solar energy installation loans, respectively.

The Bancorp’s FHLB and FRB borrowings are primarily secured by loans. The Bancorp had loans of $16.1 billion and $14.9 billion as of March 31, 2026 and December 31, 2025, respectively, pledged to the FHLB, and loans of $80.2 billion and $60.1 billion as of March 31, 2026 and December 31, 2025, respectively, pledged to the FRB.

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
The following table presents a summary of net charge-offs:
For the three months ended
March 31,
($ in millions)20262025
Commercial and industrial loans$69 52 
Commercial mortgage loans— 10 
Commercial leases— 2 
Indirect secured consumer loans24 21 
Credit card14 17 
Solar energy installation loans23 18 
Other consumer loans14 16 
Total net charge-offs(a)
$144 136 
(a)Excludes net charge-offs of $94 which were taken immediately at the time of the Comerica acquisition.

The following table presents the income recognized related to leases where the Bancorp is the lessor:
($ in millions)Condensed Consolidated Statements of Income CaptionFor the three months ended
March 31,
20262025
Direct financing leasesInterest and fees on loans and leases$8 10 
Sales-type leasesInterest and fees on loans and leases31 26 
Operating leasesCommercial banking revenue21 20 
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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
7. Credit Quality and the Allowance for Loan and Lease Losses
The Bancorp disaggregates ALLL balances and transactions in the ALLL by portfolio segment. Credit quality related disclosures for loans and leases are further disaggregated by class. Refer to Note 1 and Note 6 of the Notes to Consolidated Financial Statements included in the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2025 for additional information on the Bancorp’s accounting policies and estimation practices for the ALLL.

Allowance for Loan and Lease Losses
The following tables summarize transactions in the ALLL by portfolio segment:
For the three months ended March 31, 2026 ($ in millions)
Commercial		Residential
Mortgage
Consumer
Total
Balance, beginning of period$1,186 109 958 2,253 
Losses charged-off(a)(b)
(77)— (110)(187)
Recoveries of losses previously charged-off(a)(b)
8 — 35 43 
Provision for (benefit from) loan and lease losses60 (7)99 152 
Allowance on PCD loans and leases at acquisition177 2 1 180 
Allowance on PSLs at acquisition466 4 11 481 
Balance, end of period$1,820 108 994 2,922 
(a)The Bancorp recorded $4 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.
(b)Excludes net charge-offs of $94 million which were taken immediately at the time of the Comerica acquisition.

For the three months ended March 31, 2025 ($ in millions)

Commercial
Residential
Mortgage

Consumer

Total
Balance, beginning of period$1,154 146 1,052 2,352 
Losses charged-off(a)
(67)— (106)(173)
Recoveries of losses previously charged-off(a)
3 — 34 37 
Provision for (benefit from) loan and lease losses151 (7)24 168 
Balance, end of period$1,241 139 1,004 2,384 
(a)The Bancorp recorded $6 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.

The following tables provide a summary of the ALLL and related loans and leases, classified by portfolio segment:
As of March 31, 2026 ($ in millions)
Commercial		Residential
Mortgage
Consumer
Total
ALLL:(a)
Individually evaluated$147 — 14 161 
Collectively evaluated1,673 108 980 2,761 
Total ALLL$1,820 108 994 2,922 
Portfolio loans and leases:(b)
Individually evaluated$492 143 106 741 
Collectively evaluated122,367 19,259 33,778 175,404 
Total portfolio loans and leases$122,859 19,402 33,884 176,145 
(a)Includes $2 related to commercial leveraged leases at March 31, 2026.
(b)Excludes $105 of residential mortgage loans measured at fair value and includes $238 of commercial leveraged leases, net of unearned income, at March 31, 2026.

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Notes to Condensed Consolidated Financial Statements (unaudited)
As of December 31, 2025 ($ in millions)

Commercial
Residential
Mortgage

Consumer

Total
ALLL:(a)
Individually evaluated$178 — 15 193 
Collectively evaluated1,008 109 943 2,060 
Total ALLL$1,186 109 958 2,253 
Portfolio loans and leases:(b)
Individually evaluated$367 143 105 615 
Collectively evaluated73,195 17,403 31,332 121,930 
Total portfolio loans and leases$73,562 17,546 31,437 122,545 
(a)Includes $2 related to commercial leveraged leases at December 31, 2025.
(b)Excludes $106 of residential mortgage loans measured at fair value and includes $243 of commercial leveraged leases, net of unearned income, at December 31, 2025.

CREDIT RISK PROFILE
Commercial Portfolio Segment
For purposes of monitoring the credit quality and risk characteristics of its commercial portfolio segment, the Bancorp disaggregates the segment into the following classes: commercial and industrial, commercial mortgage owner-occupied, commercial mortgage nonowner-occupied, commercial construction and commercial leases.

To facilitate the monitoring of credit quality within the commercial portfolio segment, the Bancorp utilizes the following categories of credit ratings: pass, special mention, substandard, doubtful and loss. The five categories, which are derived from standard regulatory rating definitions, are assigned upon initial approval of credit to borrowers and updated periodically thereafter.

The Bancorp defines term loans and leases as those having a fixed duration, repayment schedule and defined interest rate. For purposes of disclosing both originated and acquired term loans by origination year, the Bancorp generally determines the origination date for loans and leases within the commercial portfolio as the date of the most recent credit decision or extension. Revolving and other loans include loans with revolving privileges and certain complex lending arrangements involving commitments made by the Bancorp under predefined terms, including loans with both revolving and non-revolving components, loans with delayed draw features or loans with interchangeable interest rate and repayment options that extend beyond the time of origination.

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
The following tables present the amortized cost basis of the Bancorp’s commercial portfolio segment, by class and vintage, disaggregated by credit risk rating:
As of March 31, 2026 ($ in millions) Term Loans and Leases by Origination YearRevolving and Other Loans
20262025202420232022PriorTotal
Commercial and industrial loans:
Pass$2,119 6,563 4,063 1,833 2,679 2,321 59,357 78,935 
Special mention27 95 135 62 58 46 1,354 1,777 
Substandard15 52 243 159 184 158 2,251 3,062 
Doubtful— — 1 — — — 89 90 
Total commercial and industrial loans$2,161 6,710 4,442 2,054 2,921 2,525 63,051 83,864 
Commercial mortgage owner-occupied loans:

Pass$583 1,843 1,109 1,060 1,395 2,099 3,228 11,317 
Special mention7 100 10 47 59 113 78 414 
Substandard6 126 55 61 70 75 136 529 
Doubtful— — — — — — — — 
Total commercial mortgage owner-occupied loans$596 2,069 1,174 1,168 1,524 2,287 3,442 12,260 
Commercial mortgage nonowner-occupied loans:

Pass$193 1,478 933 846 1,100 1,381 7,869 13,800 
Special mention5 1 21 5 11 24 373 440 
Substandard23 20 66 19 53 5 457 643 
Doubtful— — — — — — — — 
Total commercial mortgage nonowner-occupied loans$221 1,499 1,020 870 1,164 1,410 8,699 14,883 
Commercial construction loans:

Pass$— 37 — — — 27 7,267 7,331 
Special mention— — — 60 — — 538 598 
Substandard— — — — — — 400 400 
Doubtful— — — — — — — — 
Total commercial construction loans$— 37 — 60 — 27 8,205 8,329 
Commercial leases:

Pass$451 1,152 814 262 176 594 — 3,449 
Special mention— 5 22 — — — — 27 
Substandard8 3 14 12 3 7 — 47 
Doubtful— — — — — — — — 
Total commercial leases$459 1,160 850 274 179 601 — 3,523 
Total commercial loans and leases:
Pass$3,346 11,073 6,919 4,001 5,350 6,422 77,721 114,832 
Special mention39 201 188 174 128 183 2,343 3,256 
Substandard52 201 378 251 310 245 3,244 4,681 
Doubtful— — 1 — — — 89 90 
Total commercial loans and leases$3,437 11,475 7,486 4,426 5,788 6,850 83,397 122,859 

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
As of December 31, 2025 ($ in millions) Term Loans and Leases by Origination YearRevolving and Other Loans
20252024202320222021PriorTotal
Commercial and industrial loans:
Pass$3,359 2,040 861 1,829 832 553 40,015 49,489 
Special mention23 51 10 7 13 10 839 953 
Substandard57 89 92 138 42 28 1,743 2,189 
Doubtful— 1 — — 6 — 111 118 
Total commercial and industrial loans$3,439 2,181 963 1,974 893 591 42,708 52,749 
Commercial mortgage owner-occupied loans:
Pass$1,136 615 572 648 537 406 1,712 5,626 
Special mention24 4 28 16 14 3 72 161 
Substandard69 44 38 33 27 12 132 355 
Doubtful— — — — — — — — 
Total commercial mortgage owner-occupied loans$1,229 663 638 697 578 421 1,916 6,142 
Commercial mortgage nonowner-occupied loans:
Pass$824 542 486 638 109 419 2,628 5,646 
Special mention1 — — 19 — — 111 131 
Substandard20 63 16 42 — 24 144 309 
Doubtful— — — — — — — — 
Total commercial mortgage nonowner-occupied loans$845 605 502 699 109 443 2,883 6,086 
Commercial construction loans:
Pass$44 — — — 27 — 4,404 4,475 
Special mention— — — — — — 548 548 
Substandard— — — — — — 293 293 
Doubtful— — — — — — — — 
Total commercial construction loans$44 — — — 27 — 5,245 5,316 
Commercial leases:
Pass$1,255 858 266 198 173 472 — 3,222 
Special mention2 6 — — 1 — — 9 
Substandard1 15 11 3 5 3 — 38 
Doubtful— — — — — — — — 
Total commercial leases$1,258 879 277 201 179 475 — 3,269 
Total commercial loans and leases:
Pass$6,618 4,055 2,185 3,313 1,678 1,850 48,759 68,458 
Special mention50 61 38 42 28 13 1,570 1,802 
Substandard147 211 157 216 74 67 2,312 3,184 
Doubtful— 1 — — 6 — 111 118 
Total commercial loans and leases$6,815 4,328 2,380 3,571 1,786 1,930 52,752 73,562 

The following tables summarize the Bancorp’s gross charge-offs within the commercial portfolio segment, by class and vintage:
For the three months ended March 31, 2026
($ in millions)
Term Loans and Leases by Origination YearRevolving and Other Loans
20262025202420232022PriorTotal
Commercial loans and leases:
Commercial and industrial loans$— 1 — — — 6 70 77 
Commercial mortgage owner-occupied loans— — — — — — — — 
Commercial leases— — — — — — — — 
Total commercial loans and leases$— 1 — — — 6 70 77 

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
For the three months ended March 31, 2025
($ in millions)
Term Loans and Leases by Origination YearRevolving and Other Loans
20252024202320222021PriorTotal
Commercial loans and leases:
Commercial and industrial loans$— 6 4 1 — — 43 54 
Commercial mortgage owner-occupied loans— — — — — 11 — 11 
Commercial leases— — — — — 2 — 2 
Total commercial loans and leases$— 6 4 1 — 13 43 67 

Age Analysis of Past Due Commercial Loans and Leases
The following tables summarize the Bancorp’s amortized cost basis in portfolio commercial loans and leases, by age and class:
Current
Loans and
Leases(a)
Past DueTotal Loans
and Leases		90 Days Past
Due and Still
Accruing
As of March 31, 2026 ($ in millions)
30-89
Days(a)
90 Days
or More(a)
Total
Past Due
Commercial loans and leases:
Commercial and industrial loans$83,403 322 139 461 83,864 3 
Commercial mortgage owner-occupied loans12,193 58 9 67 12,260 — 
Commercial mortgage nonowner-occupied loans14,788 71 24 95 14,883 19 
Commercial construction loans8,280 47 2 49 8,329 2 
Commercial leases3,516 6 1 7 3,523 1 
Total portfolio commercial loans and leases$122,180 504 175 679 122,859 25 
(a)Includes accrual and nonaccrual loans and leases.

Current
Loans and
Leases(a)
Past DueTotal Loans
and Leases		90 Days Past
Due and Still
Accruing
As of December 31, 2025 ($ in millions)
30-89
Days(a)
90 Days
or More(a)
Total
Past Due
Commercial loans and leases:
Commercial and industrial loans$52,481 173 95 268 52,749 2 
Commercial mortgage owner-occupied loans6,127 3 12 15 6,142 — 
Commercial mortgage nonowner-occupied loans6,083 1 2 3 6,086 — 
Commercial construction loans5,315 — 1 1 5,316 1 
Commercial leases3,258 11 — 11 3,269 — 
Total portfolio commercial loans and leases$73,264 188 110 298 73,562 3 
(a)Includes accrual and nonaccrual loans and leases.

Residential Mortgage and Consumer Portfolio Segments
For purposes of monitoring the credit quality and risk characteristics of its consumer portfolio segment, the Bancorp disaggregates the segment into the following classes: home equity, indirect secured consumer loans, credit card, solar energy installation loans and other consumer loans. The Bancorp’s residential mortgage portfolio segment is also a separate class.

The Bancorp considers repayment performance as the best indicator of credit quality for residential mortgage and consumer loans, which includes both the delinquency status and performing versus nonperforming status of the loans.

The following tables present the amortized cost basis of the Bancorp’s residential mortgage and consumer portfolio segments, by class and vintage, disaggregated by both delinquency and performing versus nonperforming status:

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
As of March 31, 2026 ($ in millions)Term Loans by Origination YearRevolving LoansRevolving Loans Converted to Term Loans
20262025202420232022PriorTotal
Residential mortgage loans:
Performing:
Current(a)
$390 2,205 2,116 1,073 2,841 10,581 — — 19,206 
30-89 days past due— 1 8 1 2 18 — — 30 
90 days or more past due— — 1 — 1 4 — — 6 
Nonperforming— — 4 8 15 133 — — 160 
Total residential mortgage loans(b)
$390 2,206 2,129 1,082 2,859 10,736 — — 19,402 
Home equity:

Performing:

Current$38 188 129 46 26 72 5,933 166 6,598 
30-89 days past due— — — — — 1 30 2 33 
90 days or more past due— — — — — — — — — 
Nonperforming— — — 1 — 6 90 7 104 
Total home equity$38 188 129 47 26 79 6,053 175 6,735 
Indirect secured consumer loans:

Performing:









Current$2,362 7,032 3,915 1,687 1,791 1,340 — — 18,127 
30-89 days past due1 24 23 20 25 18 — — 111 
90 days or more past due— — — — — — — — — 
Nonperforming— 7 10 12 16 13 — — 58 
Total indirect secured consumer loans$2,363 7,063 3,948 1,719 1,832 1,371 — — 18,296 
Credit card:

Performing:
Current$— — — — — — 1,595 — 1,595 
30-89 days past due— — — — — — 16 — 16 
90 days or more past due— — — — — — 17 — 17 
Nonperforming— — — — — — 30 — 30 
Total credit card$— — — — — — 1,658 — 1,658 
Solar energy installation loans:

Performing:
Current$57 761 690 1,870 1,007 29 — — 4,414 
30-89 days past due— 2 4 12 7 — — — 25 
90 days or more past due— — — — — — — — — 
Nonperforming3 5 2 10 6 — — — 26 
Total solar energy installation loans$60 768 696 1,892 1,020 29 — — 4,465 
Other consumer loans:

Performing:

Current$97 315 168 270 391 523 923 21 2,708 
30-89 days past due— 3 2 2 7 3 — — 17 
90 days or more past due— — — — — — — — — 
Nonperforming1 — — 1 2 1 — — 5 
Total other consumer loans$98 318 170 273 400 527 923 21 2,730 
Total residential mortgage and consumer loans:
Performing:
Current$2,944 10,501 7,018 4,946 6,056 12,545 8,451 187 52,648 
30-89 days past due1 30 37 35 41 40 46 2 232 
90 days or more past due— — 1 — 1 4 17 — 23 
Nonperforming4 12 16 32 39 153 120 7 383 
Total residential mortgage and consumer loans(b)
$2,949 10,543 7,072 5,013 6,137 12,742 8,634 196 53,286 
(a)Information includes advances made pursuant to servicing agreements for GNMA mortgage pools whose repayments are insured by the FHA or guaranteed by the VA. As of March 31, 2026, $63 of these loans were 30-89 days past due and $233 were 90 days or more past due. The Bancorp recognized losses of an immaterial amount during the three months ended March 31, 2026 due to claim denials and curtailments associated with these insured or guaranteed loans.
(b)Excludes $105 of residential mortgage loans measured at fair value at March 31, 2026, including $1 of 30-89 days past due loans, $1 of 90 days or more past due loans and $4 of nonperforming loans.
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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
As of December 31, 2025 ($ in millions) Term Loans by Origination YearRevolving LoansRevolving Loans Converted to Term Loans
20252024202320222021PriorTotal
Residential mortgage loans:
Performing:
Current(a)
$1,871 2,047 897 2,649 4,095 5,800 — — 17,359 
30-89 days past due— 4 2 3 8 15 — — 32 
90 days or more past due— 2 1 — 3 4 — — 10 
Nonperforming— 3 7 14 17 104 — — 145 
Total residential mortgage loans(b)
$1,871 2,056 907 2,666 4,123 5,923 — — 17,546 
Home equity:
Performing:
Current$194 137 50 27 1 76 4,182 83 4,750 
30-89 days past due— — — — — 1 23 1 25 
90 days or more past due— — — — — — — — — 
Nonperforming— — 1 — — 5 61 4 71 
Total home equity$194 137 51 27 1 82 4,266 88 4,846 
Indirect secured consumer loans:
Performing:
Current$7,854 4,387 1,881 2,004 1,213 435 — — 17,774 
30-89 days past due23 26 24 31 17 8 — — 129 
90 days or more past due— — — — — — — — — 
Nonperforming4 10 12 19 11 5 — — 61 
Total indirect secured consumer loans$7,881 4,423 1,917 2,054 1,241 448 — — 17,964 
Credit card:
Performing:
Current$— — — — — — 1,683 — 1,683 
30-89 days past due— — — — — — 18 — 18 
90 days or more past due— — — — — — 17 — 17 
Nonperforming— — — — — — 29 — 29 
Total credit card$— — — — — — 1,747 — 1,747 
Solar energy installation loans:

Performing:
Current$814 724 1,914 1,030 1 29 — — 4,512 
30-89 days past due1 4 14 7 — — — — 26 
90 days or more past due— — — — — — — — — 
Nonperforming1 2 11 7 — 1 — — 22 
Total solar energy installation loans$816 730 1,939 1,044 1 30 — — 4,560 
Other consumer loans:
Performing:
Current$248 104 245 377 139 204 957 22 2,296 
30-89 days past due1 1 3 5 2 2 1 1 16 
90 days or more past due— — — — — — — — — 
Nonperforming— — 2 3 — — 2 1 8 
Total other consumer loans$249 105 250 385 141 206 960 24 2,320 
Total residential mortgage and consumer loans:
Performing:
Current$10,981 7,399 4,987 6,087 5,449 6,544 6,822 105 48,374 
30-89 days past due25 35 43 46 27 26 42 2 246 
90 days or more past due— 2 1 — 3 4 17 — 27 
Nonperforming5 15 33 43 28 115 92 5 336 
Total residential mortgage and consumer loans(b)
$11,011 7,451 5,064 6,176 5,507 6,689 6,973 112 48,983 
(a)Information includes advances made pursuant to servicing agreements for GNMA mortgage pools whose repayments are insured by the FHA or guaranteed by the VA. As of December 31, 2025, $83 of these loans were 30-89 days past due and $195 were 90 days or more past due. The Bancorp recognized an immaterial amount of losses during the three months ended March 31, 2025 due to claim denials and curtailments associated with these insured or guaranteed loans.
(b)Excludes $106 of residential mortgage loans measured at fair value at December 31, 2025, including $2 of 30-89 days past due loans and $4 of nonperforming loans.

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
The following tables summarize the Bancorp’s gross charge-offs within the residential mortgage and consumer portfolio segments, by class and vintage:
For the three months ended March 31, 2026
($ in millions)
Term Loans by Origination YearRevolving LoansRevolving Loans Converted to Term Loans
20262025202420232022PriorTotal
Consumer loans:
Home equity$— — — — — — 2 — 2 
Indirect secured consumer loans— 7 8 8 12 5 — — 40 
Credit card— — — — — — 19 — 19 
Solar energy installation loans— 2 4 13 7 — — — 26 
Other consumer loans— 1 1 3 5 4 9 — 23 
Total residential mortgage and consumer loans$— 10 13 24 24 9 30 — 110 

For the three months ended March 31, 2025
($ in millions)
Term Loans by Origination YearRevolving LoansRevolving Loans Converted to Term Loans
20252024202320222021PriorTotal
Consumer loans:
Home equity$— — — — — — 2 — 2 
Indirect secured consumer loans— 6 11 12 4 3 — — 36 
Credit card— — — — — — 22 — 22 
Solar energy installation loans— 3 11 7 — — — — 21 
Other consumer loans— 1 4 7 2 3 8 — 25 
Total residential mortgage and consumer loans$— 10 26 26 6 6 32 — 106 

Collateral-Dependent Loans and Leases
The Bancorp considers a loan or lease to be collateral-dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. When a loan or lease is collateral-dependent, its fair value is generally based on the fair value less cost to sell of the underlying collateral.

The following table presents the amortized cost basis of the Bancorp’s collateral-dependent loans and leases, by portfolio class, as of:
($ in millions)March 31,
2026		December 31,
2025
Commercial loans and leases:
Commercial and industrial loans$350 322 
Commercial mortgage owner-occupied loans68 19 
Commercial mortgage nonowner-occupied loans12 5 
Commercial construction loans62 — 
Total commercial loans and leases$492 346 
Residential mortgage loans143 143 
Consumer loans:
Home equity70 70 
Indirect secured consumer loans36 35 
Total consumer loans$106 105 
Total portfolio loans and leases$741 594 

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
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.

The following table presents the amortized cost basis of the Bancorp’s nonaccrual loans and leases, by class, and OREO and other repossessed property as of:
March 31, 2026December 31, 2025
 ($ in millions)With an ALLLNo Related
ALLL		TotalWith an ALLLNo Related
ALLL		Total
Commercial loans and leases:
Commercial and industrial loans$366 51 417 350 43 393 
Commercial mortgage owner-occupied loans50 30 80 16 13 29 
Commercial mortgage nonowner-occupied loans12 2 14 5 — 5 
Commercial construction loans— 62 62 — — — 
Total nonaccrual portfolio commercial loans and leases$428 145 573 371 56 427 
Residential mortgage loans84 80 164 69 80 149 
Consumer loans:
Home equity53 51 104 23 48 71 
Indirect secured consumer loans49 9 58 52 9 61 
Credit card30 — 30 29 — 29 
Solar energy installation loans26 — 26 22 — 22 
Other consumer loans5 — 5 8 — 8 
Total nonaccrual portfolio consumer loans$163 60 223 134 57 191 
Total nonaccrual portfolio loans and leases(a)(b)
$675 285 960 574 193 767 
OREO and other repossessed property— 39 39 — 30 30 
Total nonperforming portfolio assets(a)(b)
$675 324 999 574 223 797 
(a)Excludes $141 and $70 of nonaccrual loans held for sale as of March 31, 2026 and December 31, 2025, respectively.
(b)Includes $38 and $21 of nonaccrual government-insured commercial loans whose repayments are insured by the SBA as of March 31, 2026 and December 31, 2025, respectively.

The Bancorp recognized an immaterial amount of interest income on nonaccrual loans and leases for both the three months ended March 31, 2026 and 2025.

The Bancorp’s amortized cost basis of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process according to local requirements of the applicable jurisdiction was $162 million and $110 million as of March 31, 2026 and December 31, 2025, respectively.

Modifications to Borrowers Experiencing Financial Difficulty
In the course of servicing its loans, the Bancorp works with borrowers who are experiencing financial difficulty to identify solutions that are mutually beneficial to both parties with the objective of mitigating the risk of losses on the loan. These efforts often result in modifications to the payment terms of the loan. The types of modifications offered to borrowers vary by type of loan and may include term extensions, interest rate reductions, payment delays (other than those that are insignificant) or combinations thereof. The Bancorp typically does not provide principal forgiveness except in circumstances where the loan has already been fully or partially charged-off.

The Bancorp applies its expected credit loss models consistently to both modified and non-modified loans when estimating the ALLL. For loans which are modified for borrowers experiencing financial difficulty, there is generally not a significant change to the ALLL upon modification because the Bancorp’s ALLL estimation methodologies already consider those borrowers’ financial difficulties and the resulting effects of potential modifications when estimating expected credit losses.

Portfolio loans with an amortized cost basis of $362 million and $254 million as of March 31, 2026 and 2025, respectively, were modified during the three months ended March 31, 2026 and 2025, respectively, for borrowers experiencing financial difficulty, as further discussed in the following sections. These modifications for the three months ended March 31, 2026 and 2025 represented 0.21% of total portfolio loans and leases as of both March 31, 2026 and 2025. These amounts excluded $22 million and $19 million for the three months ended March 31, 2026 and 2025, respectively, of consumer and residential mortgage loans which have been granted a concession under provisions of the Federal Bankruptcy Act and are monitored separately from loans modified under the Bancorp’s loan modification programs. As of March 31, 2026 and December 31, 2025, the Bancorp had commitments of $160 million and $69 million, respectively, to lend additional funds to
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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
borrowers experiencing financial difficulty whose terms have been modified during the twelve months ended March 31, 2026 and December 31, 2025, respectively.

Commercial portfolio segment
Commercial loan modifications are individually negotiated and may vary depending on the borrower’s financial situation, but the Bancorp most commonly utilizes term extensions for periods of three to twelve months. The Bancorp may also consider offering commercial borrowers interest rate reductions or payment delays, which may be combined with a term extension.

The following tables present the amortized cost basis as of March 31, 2026 and 2025 of the Bancorp’s commercial portfolio loans that were modified for borrowers experiencing financial difficulty, by portfolio class and type of modification:
For the three months ended March 31, 2026
($ in millions)
Term ExtensionTerm Extension and Payment DelayPayment DelayOtherTotal% of Total Class
Commercial and industrial loans$258 12 — 19 289 0.34 
Commercial mortgage owner-occupied loans9 — — — 9 0.07 
Commercial mortgage nonowner-occupied loans3 1 — — 4 0.03 
Commercial construction loans32 — — — 32 0.38 
Total commercial portfolio loans$302 13 — 19 334 0.28 

For the three months ended March 31, 2025
($ in millions)
Term ExtensionTerm Extension and Payment DelayPayment DelayOtherTotal% of Total Class
Commercial and industrial loans$50 6 65 — 121 0.23 
Commercial mortgage owner-occupied loans5 24 — — 29 0.47 
Commercial mortgage nonowner-occupied loans24 — — — 24 0.39 
Commercial construction loans8 — 42 — 50 0.84 
Total commercial portfolio loans$87 30 107 — 224 0.31 

Financial effects of loan modifications
The following table presents the financial effects of the Bancorp’s significant types of commercial portfolio loan modifications to borrowers experiencing financial difficulty, by portfolio class:
For the three months ended
March 31,
Financial Effects20262025
Commercial and industrial loansWeighted-average length of term extensions8 months6 months
Weighted-average length of payment delay4 months4 months
Commercial mortgage owner-occupied loansWeighted-average length of term extensions3 months9 months
Weighted-average length of payment delayN/A10 months
Commercial mortgage nonowner-occupied loansWeighted-average length of term extensions11 months4 months
Weighted-average length of payment delay3 monthsN/A
Commercial construction loansWeighted-average length of term extensions9 months13 months
Weighted-average length of payment delayN/A7 months
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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
Credit quality of modified loans
The Bancorp closely monitors the performance of loans that are modified for borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts.

The following tables present the amortized cost basis as of March 31, 2026 and 2025 for the Bancorp’s commercial portfolio loans that were modified during the twelve months ended March 31, 2026 and 2025, respectively, for borrowers experiencing financial difficulty, by age and portfolio class:
March 31, 2026 ($ in millions)
Past Due
Current30-89 Days90 Days or MoreTotal
Commercial and industrial loans$361 11 27 399 
Commercial mortgage owner-occupied loans39 — — 39 
Commercial mortgage nonowner-occupied loans88 1 — 89 
Commercial construction loans69 31 — 100 
Total commercial portfolio loans$557 43 27 627 
March 31, 2025 ($ in millions)
Past Due
Current30-89 Days90 Days or MoreTotal
Commercial and industrial loans$213 6 33 252 
Commercial mortgage owner-occupied loans66 — 24 90 
Commercial mortgage nonowner-occupied loans72 — — 72 
Commercial construction loans107 1 — 108 
Total commercial portfolio loans$458 7 57 522 

The Bancorp considers modifications to borrowers experiencing financial difficulty that subsequently become 90 days or more past due under the modified terms as subsequently defaulted. The following tables present the amortized cost basis of commercial portfolio loans as of March 31, 2026 and 2025 of the modifications for borrowers experiencing financial difficulty that subsequently defaulted during the three months ended March 31, 2026 and 2025, respectively, and were within twelve months of the modification date:
March 31, 2026 ($ in millions)
Term ExtensionPayment DelayTerm Extension and Payment DelayTotal
Commercial and industrial loans$23 — — 23 
Commercial mortgage owner-occupied loans— — — — 
Total commercial portfolio loans$23 — — 23 

March 31, 2025 ($ in millions)
Term ExtensionPayment DelayTerm Extension and Payment DelayTotal
Commercial and industrial loans$— 11 6 17 
Commercial mortgage owner-occupied loans— — 24 24 
Total commercial portfolio loans$— 11 30 41 

Residential mortgage portfolio segment
The Bancorp has established residential mortgage loan modification programs which define the type of modifications available as well as the eligibility criteria for borrowers. The designs of the Bancorp’s modification programs for residential mortgage loans are similar to those utilized by the various GSEs. Refer to Note 6 of the Notes to Consolidated Financial Statements included in the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2025 for additional information on the Bancorp’s residential mortgage loan modification programs.

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
The following table presents the amortized cost basis as of March 31, 2026 and 2025 of the Bancorp’s residential mortgage portfolio loans that were modified for borrowers experiencing financial difficulty, by type of modification:
March 31, 2026March 31, 2025
For the three months ended ($ in millions)Total% of Total ClassTotal% of Total Class
Term extension and payment delay$10 0.05 $16 0.09 
Term extension, interest rate reduction and payment delay6 0.03 2 0.01 
Total residential mortgage portfolio loans$16 0.08 $18 0.10 

The Bancorp had $44 million and $3 million of trial modifications to residential mortgage loans outstanding as of March 31, 2026 and 2025, respectively, which are excluded from the completed modification activity in the table above. These trial modifications will be reported as completed modifications once the borrower satisfies the applicable contingencies in the modification agreement and the loan is contractually modified to make the modified terms permanent.

Consumer portfolio segment
The Bancorp’s modification programs for consumer loans vary based on type of loan. Refer to Note 6 of the Notes to Consolidated Financial Statements included in the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2025 for additional information on the Bancorp’s consumer loan modification programs.

The following tables present the amortized cost basis as of March 31, 2026 and 2025 of the Bancorp’s consumer portfolio loans that were modified for borrowers experiencing financial difficulty, by portfolio class and type of modification:
For the three months ended March 31, 2026 ($ in millions)
Interest Rate ReductionPayment DelayOtherTotal% of Total Class
Home equity$— — 5 5 0.07 
Credit card6 — — 6 0.36 
Solar energy installation loans— — — — — 
Other consumer loans— 1 — 1 0.04 
Total consumer portfolio loans$6 1 5 12 0.04 

For the three months ended March 31, 2025 ($ in millions)
Interest Rate ReductionPayment DelayOtherTotal% of Total Class
Home equity$1 — 3 4 0.09 
Credit card6 — — 6 0.36 
Solar energy installation loans— 1 — 1 0.02 
Other consumer loans— 1 — 1 0.04 
Total consumer portfolio loans$7 2 3 12 0.04 

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
8. Goodwill
Business combinations entered into by the Bancorp typically result in the recognition of goodwill. Acquisition activity includes acquisitions in the respective period in addition to purchase accounting adjustments related to previous acquisitions within each applicable measurement period. On February 1, 2026 the Bancorp completed its acquisition of Comerica Incorporated. In connection with the acquisition, the Bancorp recorded $5.0 billion of goodwill. The fair value estimates of assets acquired and liabilities assumed are considered preliminary as of March 31, 2026 and are subject to change for up to one year after the acquisition date as additional information becomes available. Due to the timing of the acquisition, the Bancorp is in the process of completing its analysis of the allocation of the goodwill across its three reporting units, therefore goodwill is presented as part of General Corporate and Other as of March 31, 2026.

Changes in the net carrying amount of goodwill, by reporting unit, for the three months ended March 31, 2026 and the year ended December 31, 2025 were as follows:
($ in millions)Commercial
Banking		Consumer and Small Business
Banking		Wealth
and Asset
Management		General
Corporate
and Other		Total
Goodwill$3,074 2,584 225 — 5,883 
Accumulated impairment losses(750)(215)— — (965)
Net carrying value as of December 31, 20242,324 2,369 225 — 4,918 
Acquisition activity29 — — — 29 
Reallocation of goodwill(73)73 — — — 
Net carrying value as of December 31, 20252,280 2,442 225 — 4,947 
Acquisition activity— — — 5,019 5,019 
Net carrying value as of March 31, 2026$2,280 2,442 225 5,019 9,966 

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
9. Intangible Assets
Intangible assets consist of core deposit intangibles, developed technology, customer relationships and other intangible assets which include trade names, backlog and non-compete agreements. Intangible assets are amortized on either a straight-line or an accelerated basis over their estimated useful lives and the amortization expense is typically recorded in other noninterest expense in the Condensed Consolidated Statements of Income.

On February 1, 2026, the Bancorp completed its acquisition of Comerica Incorporated. In connection with the acquisition, the Bancorp recorded a $1.2 billion core deposit intangible asset with a weighted-average amortization period of 10 years. The fair value of the core deposit intangible is as of March 31, 2026 and subject to change as additional information becomes available. Due to the timing of the acquisition, the Bancorp is in the process of identifying and assessing other intangible assets acquired in the Comerica transaction.

The details of the Bancorp’s intangible assets are shown in the following table:

($ in millions)		Gross Carrying
Amount		Accumulated
Amortization		Net Carrying
Amount
As of March 31, 2026
Core deposit intangibles$1,415 (243)1,172 
Developed technology114 (72)42 
Customer relationships28 (12)16 
Other13 (10)3 
Total intangible assets$1,570 (337)1,233 
As of December 31, 2025

Core deposit intangibles$206 (203)3 
Developed technology114 (67)47 
Customer relationships28 (12)16 
Other13 (10)3 
Total intangible assets$361 (292)69 

As of March 31, 2026, all of the Bancorp’s intangible assets were being amortized. Amortization expense recognized on intangible assets was $45 million and $8 million for the three months ended March 31, 2026 and 2025, respectively. The Bancorp’s projections of amortization expense shown in the following table are based on existing asset balances as of March 31, 2026. Future amortization expense may vary from these projections.

Estimated amortization expense for the remainder of 2026 through 2031 is as follows:
($ in millions)Total
Remainder of 2026$189 
2027222 
2028194 
2029167 
2030137 
2031113 

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
10. Variable Interest Entities
The Bancorp, in the normal course of business, engages in a variety of activities that involve VIEs, which are legal entities that lack sufficient equity at risk to finance their activities without additional subordinated financial support or the equity investors of the entities as a group lack any of the characteristics of a controlling interest. For more information regarding the Bancorp’s accounting for and investments in these VIEs, refer to Note 1 and Note 12 of the Notes to Consolidated Financial Statements included in the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2025.

Consolidated VIEs
The Bancorp has consolidated VIEs related to an automobile loan securitization and a solar loan securitization where it has determined that it is the primary beneficiary. The following table provides a summary of assets and liabilities recorded on the Condensed Consolidated Balance Sheets for these consolidated VIEs as of:
($ in millions)March 31,
2026		December 31,
2025
Assets:
Other short-term investments$38 38 
Indirect secured consumer loans437 526 
Solar energy installation loans26 28 
ALLL(8)(9)
Other assets3 3 
Total assets$496 586 
Liabilities:
Other liabilities$10 11 
Long-term debt391 473 
Total liabilities$401 484 

Non-consolidated VIEs
The following tables provide a summary of assets and liabilities carried on the Condensed Consolidated Balance Sheets related to non-consolidated VIEs for which the Bancorp holds an interest, but is not the primary beneficiary of the VIE, as well as the Bancorp’s maximum exposure to losses associated with its interests in the entities as of:
March 31, 2026 ($ in millions)Total
Assets		Total
Liabilities		Maximum
Exposure
CDC investments$3,002 988 3,051 
Private equity investments350 — 677 
Loans provided to VIEs4,205 — 7,737 
Lease pool entities18 — 18 
Solar loan securitizations7 — 7 
December 31, 2025 ($ in millions)Total
Assets		Total
Liabilities		Maximum
Exposure
CDC investments$2,293 714 2,345 
Private equity investments330 — 640 
Loans provided to VIEs4,340 — 7,738 
Lease pool entities20 — 20 
Solar loan securitizations7 — 7 

CDC investments
CDC invests in projects to create affordable housing and revitalize business and residential areas. CDC generally co-invests with other unrelated companies and/or individuals and typically makes investments in a separate legal entity that owns the property under development. The entities are usually formed as limited partnerships and LLCs and CDC typically invests as a limited partner/investor member in the form of equity contributions.

The Bancorp utilizes the proportional amortization method to account for its qualifying investments in projects that are related to certain income tax credit programs. These tax credit programs include the LIHTC program established under Section 42 of the IRC, the New Markets Tax Credit program established under Section 45D of the IRC and the Rehabilitation Investment Tax Credit program established under Section 47 of the IRC.

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
At March 31, 2026 and December 31, 2025, the Bancorp’s CDC investments included $2.8 billion and $2.1 billion, respectively, of tax credit program investments for which the Bancorp elected the proportional amortization method. The unfunded commitments related to these investments were $988 million and $714 million at March 31, 2026 and December 31, 2025, respectively. The unfunded commitments as of March 31, 2026 are expected to be funded from 2026 to 2044.

The following table summarizes the impacts to the Condensed Consolidated Statements of Income related to the Bancorp’s tax credit program investments:
Condensed Consolidated
Statements of Income Caption(a)
For the three months ended March 31,
($ in millions)20262025
Proportional amortizationApplicable income tax expense$20 47 
Tax credits and other benefits(b)(c)
Applicable income tax expense(24)(56)
Changes in carrying amounts of equity method investments(c)
Other noninterest expense 2 2 
(a)The Bancorp did not recognize impairment losses resulting from the forfeiture or ineligibility of tax credits or other circumstances during both the three months ended March 31, 2026 and 2025.
(b)The related cash flows are classified as operating activities in the Condensed Consolidated Statements of Cash Flows primarily in net change in other assets.
(c)Includes amounts for tax credit program investments which were accounted for under the equity method as they did not meet the qualification criteria for the proportional amortization method.

Private equity investments
The Bancorp invests as a limited partner in private equity investment funds which provide the Bancorp an opportunity to obtain higher rates of return on invested capital, while also providing strategic opportunities in certain cases. As part of previous commitments, the Bancorp made capital contributions to private equity investments of $13 million and $17 million during the three months ended March 31, 2026 and 2025, respectively.

Loans provided to VIEs
The Bancorp has provided funding to certain unconsolidated VIEs sponsored by third parties. These VIEs are generally established to finance certain consumer and business loans originated by third parties. The entities are primarily funded through the issuance of a loan from the Bancorp or a syndication through which the Bancorp is involved. The Bancorp’s outstanding loans to these VIEs are included in commercial loans in Note 6. The loans and unfunded commitments to these VIEs are included in the Bancorp’s overall analysis of the ALLL and reserve for unfunded commitments, respectively. The Bancorp does not provide any implicit or explicit liquidity guarantees or principal value guarantees to these VIEs.

11. Sales of Receivables and Servicing Rights

Residential Mortgage Loan Sales
The Bancorp sold residential mortgage loans during the three months ended March 31, 2026 and 2025. In those sales, the Bancorp obtained servicing responsibilities and provided certain standard representations and warranties; however, the investors have no recourse to the Bancorp’s other assets for failure of debtors to pay when due. The Bancorp receives servicing fees based on a percentage of the outstanding balance. The Bancorp identifies classes of servicing assets based on financial asset type and interest rates.

Information related to residential mortgage loan sales and the Bancorp’s mortgage banking activity, which is included in mortgage banking net revenue in the Condensed Consolidated Statements of Income, is as follows:
For the three months ended
March 31,
($ in millions)20262025
Residential mortgage loan sales(a)
$1,281 1,003 
Origination fees and gains on loan sales23 14 
Gross mortgage servicing fees70 74 
(a)Represents the unpaid principal balance at the time of the sale.

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
Servicing Rights
The Bancorp measures all of its servicing rights related to residential mortgage loans at fair value with changes in fair value reported in mortgage banking net revenue in the Condensed Consolidated Statements of Income. The following table presents changes in the servicing rights related to residential mortgage loans for the three months ended March 31:
($ in millions)20262025
Balance, beginning of period$1,598 1,704 
Servicing rights originated23 9 
Changes in fair value:
Due to changes in inputs or assumptions(a)
1 (16)
Other changes in fair value(b)
(39)(34)
Balance, end of period$1,583 1,663 
(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.

The Bancorp maintains a non-qualifying hedging strategy to manage a portion of the risk associated with changes in the value of the MSR portfolio which may include the use of investment securities or derivative instruments. Refer to Note 12 for additional information on derivative instruments used for this purpose.

The key economic assumptions used in measuring the servicing rights related to residential mortgage loans that continued to be held by the Bancorp at the date of sale, securitization or purchase resulting from transactions completed during the three months ended March 31, 2026 and 2025 were as follows:
March 31, 2026March 31, 2025
Weighted-
Average Life
(in years)		Prepayment
Speed
(annual)		OAS
(bps)		Weighted-
Average Life
(in years)		Prepayment
Speed
(annual)		OAS
(bps)
Fixed-rate7.710.8 %6657.410.7  %483

At March 31, 2026 and December 31, 2025, the Bancorp serviced $86.7 billion and $87.8 billion, respectively, of residential mortgage loans for other investors. The value of MSRs that continue to be held by the Bancorp is subject to credit, prepayment and interest rate risks on the sold financial assets. The weighted-average coupon of the MSR portfolio was 3.88% and 3.86% at March 31, 2026 and December 31, 2025, respectively.

At March 31, 2026, the sensitivity of the current fair value of residual cash flows to immediate 10%, 20% and 50% adverse changes in prepayment speed assumptions and immediate 10% and 20% adverse changes in OAS for servicing rights related to residential mortgage loans are as follows:
($ in millions)(a)
Prepayment Speed AssumptionOAS Assumption
Fair ValueWeighted-
Average Life
(in years)		Impact of Adverse Change
on Fair Value		OAS
(bps)		Impact of Adverse Change on Fair Value
Rate10%20%50%10%20%
Fixed-rate$1,580 8.06.8 %$(37)(72)(168)431$(31)(64)
Adjustable-rate3 4.418.7 — (1)(2)711— (1)
(a)The impact of the weighted-average default rate on the current fair value of residual cash flows for all scenarios is immaterial.

These sensitivities are hypothetical and should be used with caution. As the figures indicate, changes in fair value based on these variations in the assumptions typically cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. The Bancorp believes that variations of these levels are reasonably possible; however, there is the potential that adverse changes in key assumptions could be even greater. Also, in the previous table, the effect of a variation in a particular assumption on the fair value of the interests that continue to be held by the Bancorp is calculated without changing any other assumption; in reality, changes in one factor may result in changes in another (for example, increases in market interest rates may result in lower prepayments), which might magnify or counteract these sensitivities.

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
12. Derivative Financial Instruments
The Bancorp maintains an overall risk management strategy that incorporates the use of derivative instruments to reduce certain risks related to interest rate, prepayment and foreign currency volatility. The Bancorp’s interest rate risk management strategy involves modifying the repricing characteristics of certain financial instruments so that changes in interest rates do not adversely affect the Bancorp’s net interest margin and cash flows. Additionally, the Bancorp holds derivative instruments for the benefit of its commercial customers and for other business purposes. The Bancorp does not enter into unhedged speculative derivative positions. Refer to Note 14 of the Notes to Consolidated Financial Statements included in the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2025 for additional information about the Bancorp’s use of derivative instruments, including those designated as hedges.

The Bancorp’s derivative contracts include certain contractual features in which either the Bancorp or the counterparties may be required to provide collateral, typically in the form of cash or securities, as initial margin and to offset changes in the fair value of the derivatives, including changes in the fair value due to credit risk, either of the Bancorp or the counterparty. In measuring the fair value of its derivative contracts, the Bancorp considers its own credit risk, taking into consideration collateral maintenance requirements of certain derivative counterparties and the duration of instruments with counterparties that do not require collateral maintenance.

As of March 31, 2026 and December 31, 2025, the balance of collateral held by the Bancorp for derivative assets was $1.6 billion and $576 million, respectively. For derivative contracts cleared through certain central clearing parties whose rules treat variation margin payments as settlements of the derivative contract, the payments for variation margin of $386 million and $270 million as of March 31, 2026 and December 31, 2025, respectively, were applied to reduce the respective derivative contracts and were also not included in the total amount of collateral held. As of March 31, 2026 and December 31, 2025, the credit component negatively impacting the fair value of derivative assets associated with customer accommodation contracts was $10 million and $6 million, respectively.

As of March 31, 2026 and December 31, 2025, the balance of collateral posted by the Bancorp, as either initial margin or due to changes in fair value of the related derivative contracts, was $3.1 billion and $868 million, respectively. Additionally, as of March 31, 2026 and December 31, 2025, $489 million and $415 million of variation margin payments, respectively, were applied to the respective derivative contracts to reduce the Bancorp’s derivative liabilities and were also not included in the total amount of collateral posted. Certain of the Bancorp’s derivative liabilities contain credit risk-related contingent features that could result in the requirement to post additional collateral upon the occurrence of specified events. As of both March 31, 2026 and December 31, 2025, the fair value of the additional collateral that could be required to be posted as a result of the credit risk-related contingent features being triggered was immaterial to the Bancorp’s Condensed Consolidated Financial Statements. The posting of collateral has been determined to remove the need for further consideration of credit risk. As a result, the Bancorp determined that the impact of the Bancorp’s credit risk to the valuation of its derivative liabilities was immaterial to the Bancorp’s Condensed Consolidated Financial Statements.

The Bancorp holds certain derivative instruments that qualify for hedge accounting treatment and are designated as either fair value hedges or cash flow hedges. Derivative instruments that do not qualify for hedge accounting treatment, or for which hedge accounting is not established, are held as free-standing derivatives. All customer accommodation derivatives are held as free-standing derivatives.

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
The following tables reflect the notional amounts and fair values for all derivative instruments included in the Condensed Consolidated Balance Sheets as of:
Fair Value
March 31, 2026 ($ in millions)Notional
Amount		Derivative
Assets		Derivative
Liabilities
Derivatives Designated as Qualifying Hedging Instruments:
Fair value hedges:
Interest rate swaps related to long-term debt$6,105 1 12 
Total fair value hedges1 12 
Cash flow hedges:
Interest rate swaps related to C&I loans6,850 — 2 
Interest rate swaps related to commercial mortgage and commercial construction loans4,000 1 — 
Total cash flow hedges1 2 
Total derivatives designated as qualifying hedging instruments2 14 
Derivatives Not Designated as Qualifying Hedging Instruments:
Free-standing derivatives – risk management and other business purposes:
Interest rate contracts related to MSR portfolio4,105 7 9 
Forward contracts related to residential mortgage loans measured at fair value(a)
1,382 11 2 
Swap associated with the sale of Visa, Inc. Class B Shares2,480 — 82 
Foreign exchange contracts500 10 — 
Other80 — — 
Total free-standing derivatives – risk management and other business purposes
28 93 
Free-standing derivatives – customer accommodation:
Interest rate contracts(b)
102,255 553 711 
Interest rate lock commitments486 7 1 
Commodity contracts35,186 2,197 2,196 
TBA securities53 — — 
Foreign exchange contracts24,575 543 486 
Total free-standing derivatives – customer accommodation
3,300 3,394 
Total derivatives not designated as qualifying hedging instruments3,328 3,487 
Total$3,330 3,501 
(a)Includes forward sale and forward purchase contracts which are utilized to manage market risk on residential mortgage loans held for sale and the related interest rate lock commitments in addition to certain portfolio residential mortgage loans measured at fair value.
(b)Derivative assets and liabilities are presented net of variation margin of $239 and $37, respectively.




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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
Fair Value
December 31, 2025 ($ in millions)Notional
Amount		Derivative
Assets		Derivative
Liabilities
Derivatives Designated as Qualifying Hedging Instruments:
Fair value hedges:
Interest rate swaps related to long-term debt$4,205 1 — 
Total fair value hedges1 — 
Cash flow hedges:
Interest rate swaps related to C&I loans6,850 5 — 
Interest rate swaps related to commercial mortgage and commercial construction loans4,000 2 — 
Total cash flow hedges7 — 
Total derivatives designated as qualifying hedging instruments8 — 
Derivatives Not Designated as Qualifying Hedging Instruments:
Free-standing derivatives – risk management and other business purposes:
Interest rate contracts related to MSR portfolio4,275 6 1 
Forward contracts related to residential mortgage loans measured at fair value(a)
1,072 1 3 
Swap associated with the sale of Visa, Inc. Class B Shares2,678 — 124 
Foreign exchange contracts150 — 2 
Other82 — — 
Total free-standing derivatives – risk management and other business purposes
7 130 
Free-standing derivatives – customer accommodation:
Interest rate contracts(b)
82,901 443 540 
Interest rate lock commitments317 5 — 
Commodity contracts16,945 746 738 
TBA securities31 — — 
Foreign exchange contracts26,166 659 626 
Total free-standing derivatives – customer accommodation
1,853 1,904 
Total derivatives not designated as qualifying hedging instruments1,860 2,034 
Total$1,868 2,034 
(a)Includes forward sale and forward purchase contracts which are utilized to manage market risk on residential mortgage loans held for sale and the related interest rate lock commitments in addition to certain portfolio residential mortgage loans measured at fair value.
(b)Derivative assets and liabilities are presented net of variation margin of $120 and $29, respectively.

Fair Value Hedges
The Bancorp may enter into interest rate swaps to convert its fixed-rate funding to floating-rate or to hedge the exposure to changes in fair value of a recognized asset attributable to changes in the benchmark interest rate.

The following table reflects the changes in fair value of interest rate contracts, designated as fair value hedges and the changes in fair value of the related hedged items attributable to the risk being hedged, as well as the line items in the Condensed Consolidated Statements of Income in which the corresponding gains or losses are recorded:
Condensed Consolidated
Statements of
Income Caption		For the three months ended
March 31,
($ in millions)20262025
Long-term debt:
Change in fair value of interest rate swaps hedging long-term debtInterest on long-term debt$(19)68 
Change in fair value of hedged long-term debt attributable to the risk being hedgedInterest on long-term debt20 (68)

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
The following amounts were recorded in the Condensed Consolidated Balance Sheets related to cumulative basis adjustments for fair value hedges as of:
($ in millions)Condensed Consolidated
Balance Sheets Caption		March 31,
2026		December 31,
2025
Long-term debt:
Carrying amount of the hedged itemsLong-term debt$6,081 4,204 
Cumulative amount of fair value hedging adjustments included in the carrying amount of the hedged itemsLong-term debt(10)10 
Available-for-sale debt and other securities:
Cumulative amount of fair value hedging adjustments remaining for hedged items for which hedge accounting has been discontinuedAvailable-for-sale debt and other securities(7)(7)

Cash Flow Hedges
The Bancorp may enter into interest rate swaps to convert floating-rate assets and liabilities to fixed rates or to hedge certain forecasted transactions for the variability in cash flows attributable to the contractually specified interest rate. As of March 31, 2026, the maximum length of time over which the Bancorp is hedging its exposure to the variability in future cash flows is 70 months.

Reclassified gains and losses on interest rate contracts related to commercial loans are recorded within interest income in the Condensed Consolidated Statements of Income. As of March 31, 2026 and December 31, 2025, respectively, $321 million and $275 million of net deferred losses, net of tax, on cash flow hedges were recorded in AOCI in the Condensed Consolidated Balance Sheets. As of March 31, 2026, $79 million in net unrealized losses, net of tax, recorded in AOCI are expected to be reclassified into earnings during the next 12 months. This amount could differ from amounts actually recognized due to changes in interest rates, hedge designations or the addition of other hedges subsequent to March 31, 2026.

During both the three months ended March 31, 2026 and 2025, there were no gains or losses reclassified from AOCI into earnings associated with the discontinuance of cash flow hedges because it was probable that the original forecasted transaction would no longer occur by the end of the originally specified time period or within the additional period of time as defined by U.S. GAAP.

The following table presents the pre-tax net (losses) gains recorded in the Condensed Consolidated Statements of Income and in the Condensed Consolidated Statements of Comprehensive Income relating to derivative instruments designated as cash flow hedges:
For the three months ended
March 31,
($ in millions)20262025
Amount of pre-tax net (losses) gains recognized in OCI$(81)253 
Amount of pre-tax net losses reclassified from OCI into net income(21)(56)

Free-Standing Derivative Instruments – Risk Management and Other Business Purposes
The net gains (losses) recorded in the Condensed Consolidated Statements of Income relating to free-standing derivative instruments used for risk management and other business purposes are summarized in the following table:
Condensed Consolidated
Statements of Income Caption		For the three months ended
March 31,
($ in millions)20262025
Interest rate contracts:
Interest rate contracts related to MSR portfolioMortgage banking net revenue$(11)19 
Forward contracts related to residential mortgage loans measured at fair valueMortgage banking net revenue9 (9)
Foreign exchange contracts:
Foreign exchange contracts for risk management purposesOther noninterest income10 — 
Equity contracts:
Swap associated with sale of Visa, Inc. Class B SharesOther noninterest income8 (18)

Free-Standing Derivative Instruments – Customer Accommodation
The majority of the free-standing derivative instruments the Bancorp enters into are for the benefit of its commercial customers. The Bancorp may economically hedge significant exposures related to these derivative contracts entered into for the benefit of customers by entering into offsetting contracts with approved, reputable, independent counterparties with substantially matching terms.

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Notes to Condensed Consolidated Financial Statements (unaudited)
The Bancorp enters into risk participation agreements, under which the Bancorp assumes credit exposure relating to certain underlying interest rate derivative contracts. The Bancorp typically only enters into these risk participation agreements in instances in which the Bancorp has participated in the loan that the underlying interest rate derivative contract was designed to hedge. The Bancorp will make payments under these agreements if a customer defaults on its obligation to perform under the terms of the underlying interest rate derivative contract. The total notional amount of the risk participation agreements was $3.8 billion and $3.2 billion at March 31, 2026 and December 31, 2025, respectively, and the fair value was a liability of $9 million and $4 million at March 31, 2026 and December 31, 2025, respectively, which is included in other liabilities in the Condensed Consolidated Balance Sheets.

The net gains (losses) recorded in the Condensed Consolidated Statements of Income relating to free-standing derivative instruments used for customer accommodation are summarized in the following table:
Condensed Consolidated
Statements of Income Caption		For the three months ended
March 31,
($ in millions)20262025
Interest rate contracts:
Interest rate contracts for customers (contract revenue)
Capital market fees$10 8 
Interest rate contracts for customers (credit portion of fair value adjustment)
Other noninterest expense1 (3)
Interest rate lock commitmentsMortgage banking net revenue15 15 
Commodity contracts:
Commodity contracts for customers (contract revenue)
Capital market fees12 6 
Commodity contracts for customers (credit portion of fair value adjustment)
Other noninterest expense(5)— 
Foreign exchange contracts:
Foreign exchange contracts for customers (contract revenue)
Capital market fees27 19 
Foreign exchange contracts for customers (contract revenue)
Other noninterest income4 (10)

Offsetting Derivative Financial Instruments
The Bancorp’s derivative transactions are generally governed by ISDA Master Agreements and similar arrangements, which include provisions governing the setoff of assets and liabilities between the parties. When the Bancorp has more than one outstanding derivative transaction with a single counterparty, the setoff provisions contained within these agreements generally allow the non-defaulting party the right to reduce its liability to the defaulting party by amounts eligible for setoff, including the collateral received as well as eligible offsetting transactions with that counterparty, irrespective of the currency, place of payment or booking office. The Bancorp’s policy is to present its derivative assets and derivative liabilities on the Condensed Consolidated Balance Sheets on a gross basis, even when provisions allowing for setoff are in place. However, for derivative contracts cleared through certain central clearing parties who have modified their rules to treat variation margin payments as settlements, the fair value of the respective derivative contracts is reported net of the variation margin payments.

Collateral amounts included in the tables below consist primarily of cash and highly rated government-backed securities and do not include variation margin payments for derivative contracts with legal rights of setoff for both periods shown.

The following table provides a summary of offsetting derivative financial instruments:
Gross Amount
Recognized in the
Condensed Consolidated
Balance Sheets(a)
Gross Amounts Not Offset in the
Condensed Consolidated Balance Sheets
Derivatives
Collateral(b)
Net Amount
As of March 31, 2026
Derivative assets$3,323 (1,382)(357)1,584 
Derivative liabilities3,500 (1,382)(729)1,389 
As of December 31, 2025
Derivative assets$1,863 (959)(261)643 
Derivative liabilities2,034 (959)(142)933 
(a)Amount does not include IRLCs because these instruments are not subject to master netting or similar arrangements.
(b)Amount of collateral received as an offset to asset positions or pledged as an offset to liability positions. Collateral values in excess of related derivative amounts recognized in the Condensed Consolidated Balance Sheets were excluded from this table.

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Notes to Condensed Consolidated Financial Statements (unaudited)
13. Short-Term Borrowings
Borrowings with original maturities of one year or less are classified as short-term. The following table presents a summary of the Bancorp’s short-term borrowings as of:
($ in millions)March 31,
2026		December 31,
2025
FHLB advances$750 300 
Securities sold under repurchase agreements338 311 
Derivative collateral — 19 
Other borrowed money43 70 
Federal funds purchased158 226 
Total short-term borrowings$1,289 926 

The Bancorp’s securities sold under repurchase agreements are accounted for as secured borrowings and may be collateralized by securities included in available-for-sale debt and other securities or held-to-maturity securities in the Condensed Consolidated Balance Sheets. These securities are subject to changes in market value and, therefore, the Bancorp may increase or decrease the level of securities pledged as collateral based upon these movements in market value. As of both March 31, 2026 and December 31, 2025, all securities sold under repurchase agreements were secured by agency mortgage-backed securities and the repurchase agreements had an overnight remaining contractual maturity.

14. Long-Term Debt
On January 29, 2026, the Bancorp issued and sold $1.0 billion of fixed-rate/floating-rate senior notes which will mature on April 29, 2032. The senior notes will bear interest at a rate of 4.566% per annum to, but excluding, April 29, 2031. From, and including, April 29, 2031 to, but excluding, the maturity date, the senior notes will bear interest at a rate of compounded SOFR plus 0.95%. The senior notes are redeemable at the Bancorp’s option, in whole or in part, beginning 180 days after the issue date and prior to April 29, 2031, at the greater of: (a) the aggregate principal amount of the senior notes being redeemed, plus accrued and unpaid interest, or (b) the sum of the present value of the remaining scheduled payments of principal and interest, plus accrued and unpaid interest. Additionally, the senior notes are redeemable at the Bancorp’s option, in whole, but not in part, one year prior to their maturity date, or in whole or in part beginning 30 days prior to maturity, at par plus accrued and unpaid interest.

On January 29, 2026, the Bancorp issued and sold $1.0 billion of fixed-rate/floating-rate senior notes which will mature on January 29, 2037. The senior notes will bear interest at a rate of 5.141% per annum to, but excluding, January 29, 2036. From, and including, January 29, 2036 to, but excluding, the maturity date, the senior notes will bear interest at a rate of compounded SOFR plus 1.24%. The senior notes are redeemable at the Bancorp’s option, in whole or in part, beginning 180 days after the issue date and prior to January 29, 2036, at the greater of: (a) the aggregate principal amount of the senior notes being redeemed, plus accrued and unpaid interest, or (b) the sum of the present value of the remaining scheduled payments of principal and interest, plus accrued and unpaid interest. Additionally, the senior notes are redeemable at the Bancorp’s option, in whole, but not in part, one year prior to their maturity date, or in whole or in part beginning 90 days prior to maturity, at par plus accrued and unpaid interest.

On February 1, 2026, the Bancorp completed its acquisition of Comerica Incorporated. In connection with the acquisition, the Bancorp assumed $5.5 billion of long-term debt, which is held by subsidiaries of the Bancorp. The following table summarizes the long-term debt assumed:
($ in millions)MaturityInterest RateFebruary 1,
2026
Senior:
Fixed-rate notes20294.00%$547 
Fixed-rate notes20305.982%1,046 
Subordinated:
Fixed-rate notes20263.80%250 
Fixed-rate notes20267.875%152 
Fixed-rate notes20335.332%506 
FHLB advances(a)
2026 - 20284.588%3,028 
Total$5,529 
(a)This rate reflects the weighted-average rate as of February 1, 2026.


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Notes to Condensed Consolidated Financial Statements (unaudited)
15. Commitments, Contingent Liabilities and Guarantees
The Bancorp, in the normal course of business, enters into financial instruments and various agreements to meet the financing needs of its customers. The Bancorp also enters into certain transactions and agreements to manage its interest rate and prepayment risks, provide funding, equipment and locations for its operations and invest in its communities. These instruments and agreements involve, to varying degrees, elements of credit risk, counterparty risk and market risk in excess of the amounts recognized in the Condensed Consolidated Balance Sheets. The creditworthiness of counterparties for all instruments and agreements is evaluated on a case-by-case basis in accordance with the Bancorp’s credit policies. The Bancorp’s significant commitments, contingent liabilities and guarantees in excess of the amounts recognized in the Condensed Consolidated Balance Sheets are discussed in the following sections.

Commitments
The Bancorp has certain commitments to make future payments under contracts. The following table reflects a summary of significant commitments as of:
($ in millions)March 31,
2026		December 31,
2025
Commitments to extend credit$112,467 84,405 
Letters of credit6,261 2,095 
Forward contracts related to residential mortgage loans measured at fair value1,382 1,072 
Capital commitments for private equity investments327 310 
Capital expenditures203 147 

Commitments to extend credit
Commitments to extend credit are agreements to lend, typically having fixed expiration dates or other termination clauses that may require payment of a fee. Since many of the commitments to extend credit may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash flow requirements. The Bancorp is exposed to credit risk in the event of nonperformance by the counterparty for the amount of the contract. Fixed-rate commitments are also subject to market risk resulting from fluctuations in interest rates and the Bancorp’s exposure is limited to the replacement value of those commitments. As of March 31, 2026 and December 31, 2025, the Bancorp had a reserve for unfunded commitments, including letters of credit, totaling $232 million and $157 million, respectively, included in other liabilities in the Condensed Consolidated Balance Sheets. The reserve for unfunded commitments as of March 31, 2026 included $75 million which was recorded as part of the initial recognition of the reserve for unfunded commitments assumed in the Comerica acquisition. The Bancorp monitors the credit risk associated with commitments to extend credit using the same standard regulatory risk rating systems utilized for its loan and lease portfolio.

Risk ratings of outstanding commitments to extend credit under this risk rating system are summarized in the following table as of:
($ in millions)March 31,
2026		December 31,
2025
Pass$109,847 82,536 
Special mention1,312 834 
Substandard1,275 991 
Doubtful33 44 
Total commitments to extend credit$112,467 84,405 

Letters of credit
Standby and commercial letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party and expire as summarized in the following table as of March 31, 2026:
($ in millions)
Less than 1 year(a)
$5,032 
1 - 5 years(a)
1,227 
Over 5 years2 
Total letters of credit$6,261 
(a)Includes $5 and $3 issued on behalf of commercial customers to facilitate trade payments in U.S. dollars and foreign currencies which expire in less than 1 year and between 1 - 5 years, respectively.

Standby letters of credit accounted for approximately 99% of total letters of credit at both March 31, 2026 and December 31, 2025 and are considered guarantees in accordance with U.S. GAAP. Approximately 78% and 77% of the total standby letters of credit were collateralized as of March 31, 2026 and December 31, 2025, respectively. In the event of nonperformance by the customers, the Bancorp has rights to the underlying collateral, which can include commercial real estate, physical plant and property, inventory, receivables, cash and marketable securities. The reserve related to these standby letters of credit, which was included in the total reserve for unfunded commitments, was $20
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Notes to Condensed Consolidated Financial Statements (unaudited)
million and $9 million at March 31, 2026 and December 31, 2025, respectively. The Bancorp monitors the credit risk associated with letters of credit using the same standard regulatory risk rating systems utilized for its loan and lease portfolio.

Risk ratings of outstanding letters of credit under this risk rating system are summarized in the following table as of:
($ in millions)March 31,
2026		December 31,
2025
Pass$5,963 1,923 
Special mention140 55 
Substandard154 113 
Doubtful4 4 
Total letters of credit$6,261 2,095 

Forward contracts related to residential mortgage loans measured at fair value
The Bancorp enters into forward contracts and mortgage options to economically hedge the change in fair value of certain residential mortgage loans held for sale, and certain residential mortgage portfolio loans measured at fair value, due to changes in interest rates. The outstanding notional amounts of these forward contracts are included in the summary of significant commitments table for all periods presented.

Other commitments
The Bancorp has entered into a limited number of agreements for work related to banking center construction.

Contingent Liabilities
Legal claims
There are legal claims pending against the Bancorp and its subsidiaries that have arisen in the normal course of business. Refer to Note 16 for additional information regarding these proceedings.

Guarantees
The Bancorp has performance obligations upon the occurrence of certain events under financial guarantees provided in certain contractual arrangements as discussed in the following sections.

Residential mortgage loans sold with representation and warranty provisions
Conforming residential mortgage loans sold to unrelated third parties are generally sold with representation and warranty provisions. A contractual liability arises only in the event of a breach of these representations and warranties and, in general, only when a loss results from the breach. The Bancorp may be required to repurchase any previously sold loan, or indemnify or make whole the investor or insurer for which the representation or warranty of the Bancorp proves to be inaccurate, incomplete or misleading. For more information on how the Bancorp establishes the residential mortgage repurchase reserve, refer to Note 1 of the Notes to Consolidated Financial Statements included in the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2025.

Total repurchase demand requests during both the three months ended March 31, 2026 and 2025 were $9 million. Total outstanding repurchase demand inventory was $7 million and $5 million at March 31, 2026 and December 31, 2025, respectively. As of both March 31, 2026 and December 31, 2025, the Bancorp maintained reserves related to loans sold with representation and warranty provisions totaling $4 million included in other liabilities in the Condensed Consolidated Balance Sheets.

The Bancorp uses the best information available when estimating its mortgage representation and warranty reserve; however, the estimation process is inherently uncertain and imprecise and, accordingly, losses in excess of the amounts reserved as of March 31, 2026 are reasonably possible. The Bancorp currently estimates that it is reasonably possible that it could incur losses related to mortgage representation and warranty provisions in an amount up to approximately $6 million in excess of amounts reserved. This estimate was derived by modifying the key assumptions to reflect management’s judgment regarding reasonably possible adverse changes to those assumptions. The actual repurchase losses could vary significantly from the recorded mortgage representation and warranty reserve or this estimate of reasonably possible losses, depending on the outcome of various factors, including those previously discussed.

Margin accounts
FTS, an indirect wholly-owned subsidiary of the Bancorp, guarantees the collection of all margin account balances held by its brokerage clearing agent for the benefit of its customers. FTS is responsible for payment to its brokerage clearing agent for any loss, liability, damage, cost or expense incurred as a result of customers failing to comply with margin or margin maintenance calls on all margin accounts. The margin account balances held by the brokerage clearing agent were $17 million and $13 million at March 31, 2026 and December 31, 2025, respectively. In the event of customer default, FTS has rights to the underlying collateral provided. Given the existence of the underlying collateral provided and negligible historical credit losses, the Bancorp does not maintain a loss reserve related to the margin accounts.

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Long-term borrowing obligations
The Bancorp had certain fully and unconditionally guaranteed long-term borrowing obligations issued by wholly-owned issuing trust entities of $62 million at both March 31, 2026 and December 31, 2025.

Visa litigation
The Bancorp, as a member bank of Visa prior to Visa’s reorganization and IPO (the “IPO”) of its Class A common shares (the “Class A Shares”) in 2008, had certain indemnification obligations pursuant to Visa’s certificate of incorporation and bylaws and in accordance with its membership agreements. In accordance with Visa’s bylaws prior to the IPO, the Bancorp could have been required to indemnify Visa for the Bancorp’s proportional share of losses based on the pre-IPO membership interests. As part of its reorganization and IPO, the Bancorp’s indemnification obligation was modified to include only certain known or anticipated litigation (the “Covered Litigation”) as of the date of the restructuring. This modification triggered a requirement for the Bancorp to recognize a liability equal to the fair value of the indemnification liability.

In conjunction with the IPO, the Bancorp received 10.1 million of Visa’s Class B common shares (the “Class B Shares”) based on the Bancorp’s membership percentage in Visa prior to the IPO. The Class B Shares were not transferable (other than to another member bank) until the later of the third anniversary of the IPO closing or the date on which the Covered Litigation has been resolved; therefore, the Bancorp’s Class B Shares were classified in other assets and accounted for at their carryover basis of $0. Visa deposited $3 billion of the proceeds from the IPO into a litigation escrow account, established for the purpose of funding judgments in, or settlements of, the Covered Litigation. Since then, when Visa’s litigation committee determined that the escrow account was insufficient, Visa issued additional Class A Shares and deposited the proceeds from the sale of the Class A Shares into the litigation escrow account. When Visa funded the litigation escrow account, the Class B Shares were subjected to dilution through an adjustment in the conversion rate of Class B Shares into Class A Shares. On January 23, 2024, Visa announced shareholder approval of changes to its articles of incorporation that would release certain transfer restrictions on portions of Class B Shares. The program allows holders of Class B Shares to liquidate some of their shares subject to assurances that other Visa stockholders will retain existing protection from exposure to the Covered Litigation.

In 2009, the Bancorp completed the sale of Visa, Inc. Class B Shares and entered into a total return swap in which the Bancorp will make or receive payments based on subsequent changes in the conversion rate of the Class B Shares into Class A Shares. The swap terminates on the later of the third anniversary of Visa’s IPO or the date on which the Covered Litigation is settled. Refer to Note 21 for additional information on the valuation of the swap. The counterparty to the swap as a result of its ownership of the Class B Shares will be impacted by dilutive adjustments to the conversion rate of the Class B Shares into Class A Shares caused by any Covered Litigation losses in excess of the litigation escrow account. If actual judgments in, or settlements of, the Covered Litigation significantly exceed current expectations, then additional funding by Visa of the litigation escrow account and the resulting dilution of the Class B Shares could result in a scenario where the Bancorp’s ultimate exposure associated with the Covered Litigation (the “Visa Litigation Exposure”) exceeds the value of the Class B Shares owned by the swap counterparty (the “Class B Value”). In the event the Bancorp concludes that it is probable that the Visa Litigation Exposure exceeds the Class B Value, the Bancorp would record a litigation reserve liability and a corresponding amount of other noninterest expense for the amount of the excess. Any such litigation reserve liability would be separate and distinct from the fair value derivative liability associated with the total return swap.

As of the date of the Bancorp’s sale of the Visa Class B Shares and through March 31, 2026, the Bancorp has concluded that it is not probable that the Visa Litigation Exposure will exceed the Class B Value. Based on this determination, upon the sale of Class B Shares, the Bancorp reversed its net Visa litigation reserve liability and recognized a free-standing derivative liability associated with the total return swap. The fair value of the swap liability was $82 million and $124 million at March 31, 2026 and December 31, 2025, respectively. This balance reflects the impact of the Comerica acquisition on February 1, 2026, which included $6 million related to the swap liability assumed. Refer to Note 12 and Note 21 for further information.

After the Bancorp’s sale of the Class B Shares, Visa has funded additional amounts into the litigation escrow account which have resulted in further dilutive adjustments to the conversion of Class B Shares into Class A Shares, and along with other terms of the total return swap, required the Bancorp to make cash payments in varying amounts to the swap counterparty as follows:
Period ($ in millions)Visa
Funding Amount		Bancorp Cash
Payment Amount
2010 - 2024$8,115 354 
Q1 2025375 15 
Q3 2025500 21 
Q4 2025500 21 
Q1 2026125 6 
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Notes to Condensed Consolidated Financial Statements (unaudited)
16. Legal and Regulatory Proceedings

Litigation
Visa/MasterCard Merchant Interchange Litigation
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 15 and has also entered into judgment and loss sharing agreements with Visa, MasterCard and certain other named defendants. 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. The Bancorp 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 settlement agreement resolving the claims seeking monetary damages by the proposed plaintiffs’ class (the “Plaintiff Damages Class”). The settlement agreement provided for a total payment by all defendants of approximately $6.24 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 September 21, 2026 in the matter of Grubhub Holdings Inc., et al. v. Visa Inc., et al. Case No. 1:19‑cv‑07273 (N.D. Ill.).

On September 27, 2021, the Court overseeing the class litigation entered an order certifying a class of merchants pursuing claims for injunctive relief. In June 2024, the Court denied preliminary approval of a proposed settlement of the injunctive relief claims. On November 10, 2025, defendants submitted to the Court a revised proposed settlement of the claims for injunctive relief. The ultimate outcome in this matter, including the timing of resolution, remains uncertain. Refer to Note 15 for further information.

Klopfenstein v. Fifth Third Bank
In 2013 several putative class action lawsuits related to Fifth Third’s Early Access cash advance product were consolidated in the Southern District of Ohio as In re: Fifth Third Early Access Cash Advance Litigation (Case No. 1:12-CV-851). On behalf of a putative class, the plaintiffs sought unspecified monetary and statutory damages, injunctive relief, punitive damages, attorneys’ fees, and pre- and post-judgment interest, based on their allegation that the 120% APR disclosure in the Early Access product was misleading. The plaintiffs’ claimed damages for the alleged breach of contract claim exceed $440 million, plus prejudgment interest. On March 26, 2021, the trial court granted plaintiffs’ motion for class certification. On March 29, 2023, the trial court issued an order granting summary judgment on plaintiffs’ TILA claim, with statutory damages capped at $2 million plus costs and attorney fees. Plaintiffs’ claim for breach of contract proceeded to trial and on April 27, 2023 the jury returned a verdict in favor of the Bank, finding a breach of contract, but that the voluntary payment doctrine is a complete defense to the breach of contract claim. On September 30, 2024, the trial court issued a decision denying post-trial motions related to the jury verdict. On October 30, 2024, plaintiffs filed a notice of appeal, and on November 7, 2024, Fifth Third filed a notice of cross appeal. The Sixth Circuit Court of Appeals held oral argument on February 4, 2026, and the parties are awaiting a decision.

Howards v. Fifth Third Bank
On March 8, 2018, Plaintiff Troy Howards filed a putative class action against Fifth Third Bank in a lawsuit that was subsequently transferred to the United States District Court for the Southern District of Ohio (Case No. 1:18-CV-869, S.D. OH 2018), alleging that Fifth Third improperly charged certain fees related to insufficient funds, customer overdrafts, and out-of-network ATM use. Plaintiff filed claims for breach of contract, breach of the implied covenant of good faith and fair dealing, for violation of the California Unfair Competition Law (Ca. Bus. & Prof. Code sec. 17200, et seq.), and the California Consumer Legal Remedies Act (Cal. Civ. Code sec. 1750 et seq.). Plaintiff seeks to represent putative nationwide classes and California classes of consumers allegedly charged improper repeated insufficient funds fees, improper overdraft fees, and fees for out-of-network ATM use from the beginning of the applicable statute of limitations to present. Plaintiff seeks damages of restitution and disgorgement in the amount of the allegedly unlawfully charged fees and damages proved at trial together with interest as allowed by applicable law. On February 6, 2023, the trial court issued an order dismissing the Plaintiff’s breach of contract claim with respect to out-of-network ATM fees and dismissing the two claims for violations of California consumer protection statutes. The Court denied Fifth Third’s motion to dismiss as it relates to the claims for breach of contract and breach of the implied covenant of good faith and fair dealing for certain customer overdrafts and insufficient funds fees. The case is in discovery, and no trial date has been set.

Other litigation
The Bancorp and its subsidiaries are not parties to any other material litigation at this time. However, there are other litigation matters that arise in the normal course of business, which include, or may include, claims related to product features, pricing and other lending practices. For example, Fifth Third Bank, National Association is a defendant in a number of civil lawsuits related to consumer solar lending practices and solar installer sales practices issues. These include a Multidistrict Litigation (“MDL”) consolidated by the Judicial Panel on Multidistrict Litigation on October 3, 2024 in the U.S. District Court for the District of Minnesota (MDL No. 3128). While it is impossible to ascertain the ultimate resolution or range of financial liability with respect to these contingent matters, management believes that the resulting liability, if any, from these other actions would not have a material effect upon the Bancorp’s consolidated financial position, results of operations or
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Notes to Condensed Consolidated Financial Statements (unaudited)
cash flows. However, it is possible that the ultimate resolution of a matter, if unfavorable, may be material to the Bancorp’s consolidated financial position, results of operations or cash flows.

Governmental Investigations and Proceedings
The Bancorp and/or its affiliates are or may become involved in information-gathering requests, reviews, investigations and proceedings (both formal and informal) by various governmental regulatory agencies and law enforcement authorities, including but not limited to the FRB, OCC, CFPB, FDIC, SEC, FINRA, U.S. Department of Justice, etc., as well as state and other governmental authorities and self-regulatory bodies regarding their respective businesses. For example, Fifth Third has been cooperating with investigations by a number of state attorneys general regarding consumer solar lending and solar installer sales practices. Additional matters will likely arise from time to time. Any of these matters may result in material adverse consequences or reputational harm to the Bancorp, its affiliates and/or their respective directors, officers and other personnel, including adverse judgments, findings, settlements, fines, penalties, orders, injunctions or other actions, amendments and/or restatements of the Bancorp’s SEC filings and/or financial statements, as applicable, and/or determinations of material weaknesses in our disclosure controls and procedures. Investigations by regulatory authorities may from time to time result in civil or criminal referrals to law enforcement. Additionally, in some cases, regulatory authorities may take supervisory actions that are considered to be confidential supervisory information which may not be publicly disclosed.

Reasonably Possible Losses in Excess of Accruals
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. The following factors, among others, contribute to this lack of predictability: claims often include significant legal uncertainties, damages alleged by plaintiffs are often unspecified or overstated, discovery may not have started or may not be complete and material facts may be disputed or unsubstantiated. As a result of these factors, the Bancorp is not always able to provide an estimate of the range of reasonably possible outcomes for each claim. 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. Any such accrual is adjusted from time to time thereafter as appropriate to reflect changes in circumstances. The Bancorp also determines, when possible (due to the uncertainties described above), estimates of reasonably possible losses or ranges of reasonably possible losses, in excess of amounts accrued. Under U.S. GAAP, an event is “reasonably possible” if “the chance of the future event or events occurring is more than remote but less than likely” and an event is “remote” if “the chance of the future event or events occurring is slight.” Thus, references to the upper end of the range of reasonably possible loss for cases in which the Bancorp is able to estimate a range of reasonably possible loss mean the upper end of the range of loss for cases for which the Bancorp believes the risk of loss is more than slight. For matters where the Bancorp is able to estimate such possible losses or ranges of possible losses, the Bancorp currently estimates that it is reasonably possible that it could incur losses related to legal and regulatory proceedings in an aggregate amount up to approximately $85 million in excess of amounts accrued, with it also being reasonably possible that no losses will be incurred in these matters. The estimates included in this amount are based on the Bancorp’s analysis of currently available information, and as new information is obtained the Bancorp may change its estimates.

For these matters and others where an unfavorable outcome is reasonably possible but not probable, there may be a range of possible losses in excess of the established accrual that cannot be estimated. Based on information currently available, advice of counsel, available insurance coverage and established accruals, the Bancorp believes that the eventual outcome of the actions against the Bancorp and/or its subsidiaries, including the matters described above, will not, individually or in the aggregate, have a material adverse effect on the Bancorp’s consolidated financial position. However, in the event of unexpected future developments, it is possible that the ultimate resolution of those matters, if unfavorable, may be material to the Bancorp’s results of operations for any particular period, depending, in part, upon the size of the loss or liability imposed and the operating results for the applicable period.

17. Income Taxes
The applicable income tax expense was $42 million and $138 million for the three months ended March 31, 2026 and 2025, respectively. The effective tax rates for the three months ended March 31, 2026 and 2025 were 20.1% and 21.2%, respectively.

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Notes to Condensed Consolidated Financial Statements (unaudited)
18. Retirement and Benefit Plans
The Bancorp acquired various retirement and employee benefit plans in connection with the acquisition of Comerica Incorporated, which was completed on February 1, 2026. These plans provide retirement, health care and life insurance benefits to eligible employees and retirees and include both qualified and non‑qualified defined benefit arrangements. The assets and obligations of the acquired defined benefit plans were remeasured as of February 1, 2026. The Bancorp recognizes the overfunded or underfunded status of the plans in other assets and accrued taxes, interest and expenses, respectively, in the Condensed Consolidated Balance Sheets. The following sections provide further information regarding the defined benefit pension and postretirement benefit obligations, plan structures and funding practices for these acquired plans. For information on the Bancorp’s previously existing plans, refer to Note 22 of the Notes to Consolidated Financial Statements included in the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2025.

Comerica defined benefit retirement plans
The Bancorp acquired both a qualified and non-qualified defined benefit retirement plan in connection with the Comerica acquisition. Plan participants primarily include individuals who were previously employed by Comerica or its subsidiaries prior to the acquisition. These plans primarily utilize a cash balance benefit structure which vests after three years of service, with additional benefits available for certain individuals who were participants in the plan prior to 2017. Benefits earned under the cash balance formula include contribution credits, which are based on eligible compensation, age and years of service, and interest credits which are based on U.S. Treasury securities. The benefit structure of the nonqualified plan is similar to the qualified plan except that the nonqualified plan considers compensation in excess of applicable IRS limitations.

Comerica postretirement benefit plan
The Bancorp also acquired a postretirement benefit plan in connection with the Comerica acquisition, which provides postretirement health care and life insurance benefits for certain former Comerica employees. This plan is frozen and has been closed to new participants since January 1, 2007 but primarily provides benefits to participants who retired prior to January 1, 2000. The Plan’s health benefits are structured as a funded Health Reimbursement Arrangement for participants covered by Medicare or individual marketplace insurance plans.

The following table summarizes the plans as of February 1, 2026:
($ in millions)Qualified PlanNon-Qualified PlanPostretirement
Benefit Plan
Fair value of plan assets$2,970 — 42 
Projected benefit obligation1,615 158 N/A
Accumulated benefit obligation1,595 154 13 
Funded status(a)
$1,355 (158)29 
(a)Based on projected benefit obligation for the Qualified and Non-Qualified Plans and accumulated benefit obligation for the Postretirement Benefit Plan.

For the period from February 1, 2026 to March 31, 2026, the Bancorp recognized service cost of $7 million and other net periodic pension benefit of $5 million related to the acquired defined benefit plans. Included within the other net periodic pension benefit was $11 million of expense related to retirement termination benefits associated with former employees of Comerica. Service cost and other net periodic pension benefit are recorded in compensation and benefits expense and other noninterest expense, respectively, in the Condensed Consolidated Statements of Income.

Weighted-Average Assumptions
The plans’ actuarial assumptions were evaluated as of February 1, 2026 and will be updated annually and as necessary thereafter. The expected long-term rate of return on plan assets is the average rate of return expected to be realized on funds invested or expected to be invested over the life of the plan. The expected long-term rate of return on plan assets is set after considering both long-term returns in the general market and long-term returns experienced by the assets in the plan. The returns on the various asset categories are blended to derive an equity and a fixed income long-term rate of return.

The following table summarizes the weighted-average plan assumptions as of February 1, 2026:
Qualified PlanNon-Qualified PlanPostretirement
Benefit Plan
Discount rate5.62 %5.57 5.40 
Rate of compensation increase4.50 4.50 N/A
Interest crediting rate
4.87-5.25
4.87-5.25
N/A
Expected long-term return on plan assets6.75 N/A2.50 

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Notes to Condensed Consolidated Financial Statements (unaudited)
Estimated future benefit payments
The Bancorp did not make contributions to the plans during the period from February 1, 2026 to March 31, 2026, and, based on the actuarial assumptions, does not expect to make contributions to the plans for the remainder of 2026, except to the extent necessary for benefit payments made under the Non-Qualified Plan. The following table summarizes the estimated future benefit payments as of February 1, 2026:
($ in millions)Qualified PlanNon-Qualified Plan
Postretirement Benefit Plan(a)
Remainder of 2026$178 15 2 
2027151 15 2 
2028147 15 2 
2029148 15 2 
2030147 15 1 
2031 - 2035684 71 5 
(a)Estimated future benefit payments in the Postretirement Benefit Plan are presented net of estimated Medicare subsidies.

Fair Value Measurements of Plan Assets
The following table summarizes the Qualified Plan assets measured at fair value on a recurring basis as of February 1, 2026:
Fair Value Measurements Using(a)
($ in millions)Level 1Level 2Level 3Total Fair Value
Debt securities:
U.S. Treasury and federal agencies securities$700 6 — 706 
Asset-backed securities and other debt securities(b)
— 936 — 936 
Private placement securities— 41 — 41 
Total debt securities$700 983 — 1,683 
Total plan assets in the fair value hierarchy$700 983 — 1,683 
Investments measured at NAV:
Collective investment funds$1,265 
Total plan assets at fair value(c)
$2,948 
(a)For further information on fair value hierarchy levels, refer to Note 1 of the Notes to Consolidated Financial Statements included in the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2025.
(b)Includes corporate and municipal bonds and notes.
(c)Excludes accrued interest receivable of $22.

The following is a description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy.

Debt securities
Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities include U.S. Treasury securities. If quoted market prices are not available, then fair values are estimated using pricing models which primarily utilize quoted prices of securities with similar characteristics. Level 2 securities may include federal agencies securities, asset-backed securities and other debt securities and private placement securities.

Collective investment funds
NAV is used as a practical expedient to determine the fair value of investments in collective funds, so these investments are not classified within the fair value hierarchy. There are no unfunded commitments or redemption restrictions on the collective investment funds. The investments are redeemable daily.

There were no assets in the Non-Qualified Plan at February 1, 2026. The Postretirement Benefit Plan is invested in cash and BOLI policies. Cash is classified in Level 1 of the valuation hierarchy. The fair value of BOLI policies is based on the cash surrender values of the policies as reported by the insurance companies and is classified in Level 2 of the valuation hierarchy.

Investment Policies and Strategies
The Bancorp’s objectives for the Qualified Plan are to maintain a portfolio of assets of appropriate liquidity and diversification; to generate investment returns (net of all operating costs) that are reasonably anticipated to maintain the plan’s fully funded status or to reduce a funding deficit, after taking into account various factors, including reasonably anticipated future contributions, expense and the interest rate sensitivity of the plan’s assets relative to that of the plan’s liabilities; and to generate investment returns (net of all operating costs) that meet or exceed a customized benchmark as defined in the plan’s investment policy. The Bancorp’s target allocations for plan investments are 55 percent to 65
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Notes to Condensed Consolidated Financial Statements (unaudited)
percent for fixed-income securities and 35 percent to 45 percent for equity securities. There were no significant concentrations of risk associated with the investments of the Qualified Plan at February 1, 2026.

Permitted asset classes of the Qualified Plan include fixed-income (U.S. Treasury and other U.S. government agency securities, corporate bonds and notes, municipal bonds, collateralized mortgage obligations and money market funds) and equities (collective investment funds). Derivative instruments are permissible for hedging and transactional efficiency, but only to the extent that the derivative use enhances the efficient execution of the Qualified Plan’s investment policy. The Qualified Plan does not directly invest in securities issued by the Bancorp and its subsidiaries.

Fifth Third Bank, National Association, (the “Trustee”), is expected to manage plan assets in a manner consistent with the Qualified Plan agreement and other regulatory, federal and state laws. The Fifth Third Bank Pension, 401(k) and Medical Plan Committee (the “Committee”) is the plan administrator. The Trustee provides to the Committee quarterly reports and is also required to keep the Committee apprised of any material changes in the Trustee’s outlook and recommended investment policy. There were no fees paid by the Plan for accounting or administrative services provided by the Trustee for the period from February 1, 2026 to March 31, 2026.

19. Earnings Per Share
The following table provides the calculation of earnings per share and the reconciliation of earnings per share and earnings per diluted share:
For the three months ended
March 31,
($ in millions, except per share data)20262025
Net income available to common shareholders$128 478 
Average common shares outstanding - basic825 671 
Effect of dilutive stock-based awards5 5 
Average common shares outstanding - diluted830 676 
Earnings per share - basic$0.16 0.71 
Earnings per share - diluted0.15 0.71 
Anti-dilutive stock-based awards excluded from diluted shares2 2 
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Notes to Condensed Consolidated Financial Statements (unaudited)
20. Accumulated Other Comprehensive Income
The tables below present the activity of the components of OCI and AOCI for the three months ended:
Total OCI Total AOCI
March 31, 2026 ($ in millions)Pre-tax
Activity		Tax
Effect		Net
Activity		Beginning
Balance		Net
Activity		Ending
Balance
Unrealized holding losses on available-for-sale debt securities arising during period$(129)29 (100)
Net unrealized losses on available-for-sale debt securities(129)29 (100)(2,231)(100)(2,331)
Amortization of unrealized losses on available-for-sale debt securities transferred to held-to-maturity securities included in net income27 (5)22 
Net unrealized losses on available-for-sale debt securities transferred to held-to-maturity securities27 (5)22 (587)22 (565)
Unrealized holding losses on cash flow hedge derivatives arising during period(81)19 (62)
Reclassification adjustment for net losses on cash flow hedge derivatives included in net income21 (5)16 
Net unrealized losses on cash flow hedge derivatives(60)14 (46)(275)(46)(321)
Defined benefit pension plans, net— — — (15)— (15)
Other— — — (2)— (2)
Total$(162)38 (124)(3,110)(124)(3,234)

Total OCI Total AOCI
March 31, 2025 ($ in millions)Pre-tax
Activity		Tax
Effect		Net
Activity		Beginning
Balance		Net
Activity		Ending
Balance
Unrealized holding gains on available-for-sale debt securities arising during period$633 (152)481 
Net unrealized losses on available-for-sale debt securities633 (152)481 (3,280)481 (2,799)
Amortization of unrealized losses on available-for-sale debt securities transferred to held-to-maturity securities included in net income32 (7)25 
Net unrealized losses on available-for-sale debt securities transferred to held-to-maturity securities32 (7)25 (684)25 (659)
Unrealized holding gains on cash flow hedge derivatives arising during period253 (60)193 
Reclassification adjustment for net losses on cash flow hedge derivatives included in net income56 (14)42 
Net unrealized losses on cash flow hedge derivatives309 (74)235 (654)235 (419)
Defined benefit pension plans, net— — — (16)— (16)
Other— — — (2)— (2)
Total$974 (233)741 (4,636)741 (3,895)

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Notes to Condensed Consolidated Financial Statements (unaudited)
The table below presents reclassifications out of AOCI:
Condensed Consolidated Statements of Income CaptionFor the three months ended
March 31,
($ in millions)20262025
Net unrealized losses on available-for-sale debt securities transferred to held-to-maturity securities:(a)
Net losses included in net incomeInterest on securities$(27)(32)
Income before income taxes(27)(32)
Applicable income tax expense5 7 
Net income(22)(25)
Net unrealized losses on cash flow hedge derivatives:(a)
Interest rate contracts related to C&I, commercial mortgage and commercial construction loansInterest and fees on loans and leases(21)(56)
Income before income taxes(21)(56)
Applicable income tax expense5 14 
Net income(16)(42)
Total reclassifications for the periodNet income$(38)(67)
(a)Amounts in parentheses indicate reductions to net income.

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Notes to Condensed Consolidated Financial Statements (unaudited)
21. 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. U.S. GAAP also 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 more information regarding the fair value hierarchy, refer to Note 1 of the Notes to Consolidated Financial Statements included in the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2025.

Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following tables summarize assets and liabilities measured at fair value on a recurring basis as of:
Fair Value Measurements Using
March 31, 2026 ($ in millions)Level 1Level 2Level 3Total Fair Value
Assets:
Available-for-sale debt and other securities:
U.S. Treasury and federal agencies securities$3,454 — — 3,454 
Mortgage-backed securities:
Agency residential mortgage-backed securities— 14,594 — 14,594 
Agency commercial mortgage-backed securities— 22,238 — 22,238 
Non-agency commercial mortgage-backed securities— 2,751 — 2,751 
Asset-backed securities and other debt securities— 2,326 — 2,326 
Available-for-sale debt and other securities(a)
3,454 41,909 — 45,363 
Trading debt securities:
U.S. Treasury and federal agencies securities662 36 — 698 
Obligations of states and political subdivisions securities— 97 — 97 
Agency residential mortgage-backed securities— 50 — 50 
Asset-backed securities and other debt securities— 824 — 824 
Trading debt securities662 1,007 — 1,669 
Equity securities524 20 — 544 
Residential mortgage loans held for sale— 714 — 714 
Residential mortgage loans(b)
— — 105 105 
Servicing rights— — 1,583 1,583 
Derivative assets:
Interest rate contracts10 563 7 580 
Foreign exchange contracts— 553 — 553 
Commodity contracts156 2,041 — 2,197 
Derivative assets(c)
166 3,157 7 3,330 
Total assets$4,806 46,807 1,695 53,308 
Liabilities:
Derivative liabilities:
Interest rate contracts$1 726 10 737 
Foreign exchange contracts— 486 — 486 
Equity contracts— — 82 82 
Commodity contracts396 1,800 — 2,196 
Derivative liabilities(d)
397 3,012 92 3,501 
Short positions:
U.S. Treasury and federal agencies securities188 1 — 189 
Asset-backed securities and other debt securities— 156 — 156 
Equity securities44 — — 44 
Short positions(d)
232 157 — 389 
Total liabilities$629 3,169 92 3,890 
(a)Excludes FHLB, FRB and DTCC restricted stock holdings totaling $204, $591 and $3, respectively, at March 31, 2026.
(b)Includes residential mortgage loans originated as held for sale and subsequently transferred to held for investment.
(c)Included in other assets in the Condensed Consolidated Balance Sheets.
(d)Included in other liabilities in the Condensed Consolidated Balance Sheets.
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Notes to Condensed Consolidated Financial Statements (unaudited)
Fair Value Measurements Using
December 31, 2025 ($ in millions)Level 1Level 2Level 3Total Fair Value
Assets:
Available-for-sale debt and other securities:
U.S. Treasury and federal agencies securities$1,575 — — 1,575 
Mortgage-backed securities:
Agency residential mortgage-backed securities— 8,623 — 8,623 
Agency commercial mortgage-backed securities— 20,187 — 20,187 
Non-agency commercial mortgage-backed securities— 2,833 — 2,833 
Asset-backed securities and other debt securities— 2,267 — 2,267 
Available-for-sale debt and other securities(a)
1,575 33,910 — 35,485 
Trading debt securities:
U.S. Treasury and federal agencies securities482 12 — 494 
Obligations of states and political subdivisions securities— 63 — 63 
Agency residential mortgage-backed securities— 49 — 49 
Asset-backed securities and other debt securities— 451 — 451 
Trading debt securities482 575 — 1,057 
Equity securities436 17 — 453 
Residential mortgage loans held for sale— 658 — 658 
Residential mortgage loans(b)
— — 106 106 
Servicing rights— — 1,598 1,598 
Derivative assets:
Interest rate contracts1 457 5 463 
Foreign exchange contracts— 659 — 659 
Commodity contracts224 522 — 746 
Derivative assets(c)
225 1,638 5 1,868 
Total assets$2,718 36,798 1,709 41,225 
Liabilities:
Derivative liabilities:
Interest rate contracts$3 537 4 544 
Foreign exchange contracts— 628 — 628 
Equity contracts— — 124 124 
Commodity contracts35 703 — 738 
Derivative liabilities(d)
38 1,868 128 2,034 
Short positions:
U.S. Treasury and federal agencies securities82 3 — 85 
Asset-backed securities and other debt securities— 218 — 218 
Equity securities48 — — 48 
Short positions(d)
130 221 — 351 
Total liabilities$168 2,089 128 2,385 
(a)Excludes FHLB, FRB and DTCC restricted stock holdings totaling $167, $505 and $2, respectively, at December 31, 2025.
(b)Includes residential mortgage loans originated as held for sale and subsequently transferred to held for investment.
(c)Included in other assets in the Condensed Consolidated Balance Sheets.
(d)Included in other liabilities in the Condensed Consolidated Balance Sheets.

For further information on the valuation methodologies used for significant instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, refer to Note 28 of the Notes to Consolidated Financial Statements included in the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2025.

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Notes to Condensed Consolidated Financial Statements (unaudited)
The following tables are a reconciliation of assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3):
For the three months ended March 31, 2026 ($ in millions)
Residential
Mortgage
Loans		Servicing
Rights
Interest Rate
Derivatives,
Net(a)
Equity
Derivatives		Total
Fair Value
Balance, beginning of period$106 1,598 1 (124)1,581 
Total (losses) gains (realized/unrealized):(b)(c)
 Included in earnings(1)(38)16 8 (15)
Purchases/originations/acquisitions— 23 (6)(5)12 
Settlements(2)— (14)39 23 
Transfers into Level 3(d)
2 — — — 2 
Balance, end of period$105 1,583 (3)(82)1,603 
The amount of total (losses) gains for the period included in earnings attributable to the change in unrealized gains or losses relating to instruments still held at March 31, 2026(c)
$(1)(17)7 8 (3)
(a)Net interest rate derivatives include derivative assets and liabilities of $7 and $10, respectively, as of March 31, 2026.
(b)There were no unrealized gains or losses for the period included in other comprehensive income for instruments still held at March 31, 2026.
(c)Included in the following line items in the Condensed Consolidated Statements of Income: mortgage banking net revenue for residential mortgage loans and servicing rights, mortgage banking net revenue and capital markets fees for interest rate derivatives, and other noninterest income for equity derivatives.
(d)Includes certain residential mortgage loans originated as held for sale that were transferred to held for investment.

For the three months ended March 31, 2025 ($ in millions)
Residential
Mortgage
Loans		Servicing
Rights
Interest Rate
Derivatives,
Net(a)
Equity
Derivatives		Total
Fair Value
Balance, beginning of period$108 1,704 (3)(170)1,639 
Total (losses) gains (realized/unrealized):(b)(c)
 Included in earnings2 (50)15 (18)(51)
Purchases/originations— 9 (1)— 8 
Settlements(3)— (11)15 1 
Transfers into Level 3(d)
2 — — — 2 
Balance, end of period$109 1,663 — (173)1,599 
The amount of total (losses) gains for the period included in earnings attributable to the change in unrealized gains or losses relating to instruments still held at March 31, 2025(c)
$2 (35)6 (18)(45)
(a)Net interest rate derivatives include $5 for both derivative assets and liabilities as of March 31, 2025.
(b)There were no unrealized gains or losses for the period included in other comprehensive income for instruments still held at March 31, 2025.
(c)Included in the following line items in the Condensed Consolidated Statements of Income: mortgage banking net revenue for residential mortgage loans and servicing rights, mortgage banking net revenue and capital markets fees for interest rate derivatives, and other noninterest income for equity derivatives.
(d)Includes certain residential mortgage loans originated as held for sale that were transferred to held for investment.

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Notes to Condensed Consolidated Financial Statements (unaudited)
The following tables present information as of March 31, 2026 and 2025 about significant unobservable inputs related to the Bancorp’s material categories of Level 3 financial assets and liabilities measured at fair value on a recurring basis:
As of March 31, 2026 ($ in millions)
Financial InstrumentFair ValueValuation
Technique		Significant
Unobservable Inputs		Range of Inputs
Weighted-Average
Residential mortgage loans$105 Loss rate modelInterest rate risk factor(52.0)-7.2%(10.1)%
(a)
Credit risk factor— -0.7%0.1 %
(a)
Servicing rights1,583 DCFPrepayment speed— -90.3%
(Fixed)
6.8 %
(b)
(Adjustable)
18.7 %
(b)
OAS (bps)335 -1,827
(Fixed)
431
(b)
(Adjustable)
711
(b)
IRLCs, net6 DCFLoan closing rates0.8 -98.8%84.9 %
(c)
Swap associated with the sale of Visa, Inc. Class B Shares(82)DCFTiming of the resolution
   of the Covered Litigation		Q1 2028-Q2 2029Q3 2028
(d)
(a)Unobservable inputs were weighted by the relative carrying value of the instruments.
(b)Unobservable inputs were weighted by the relative unpaid principal balance of the instruments.
(c)Unobservable inputs were weighted by the relative notional amount of the instruments.
(d)Unobservable inputs were weighted by the probability of the final funding date of the instruments.

As of March 31, 2025 ($ in millions)
Financial InstrumentFair ValueValuation
Technique		Significant
Unobservable Inputs		Range of InputsWeighted-Average
Residential mortgage loans$109 Loss rate modelInterest rate risk factor(51.9)-5.7 %(11.5)%
(a)
Credit risk factor— -0.7 %0.1 %
(a)
Servicing rights1,663 DCFPrepayment speed— -100.0 %(Fixed)6.3 %
(b)
(Adjustable)16.0 %
(b)
OAS (bps)335-1,821(Fixed)418
(b)
(Adjustable)725
(b)
IRLCs, net5 DCFLoan closing rates20.5 -96.0 %79.7 %
(c)
Swap associated with the sale of Visa, Inc. Class B Shares(173)DCFTiming of the resolution
   of the Covered Litigation		Q2 2027-Q1 2028Q4 2027
(d)
(a)Unobservable inputs were weighted by the relative carrying value of the instruments.
(b)Unobservable inputs were weighted by the relative unpaid principal balance of the instruments.
(c)Unobservable inputs were weighted by the relative notional amount of the instruments.
(d)Unobservable inputs were weighted by the probability of the final funding date of the instruments.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Certain assets and liabilities are measured at fair value on a nonrecurring basis. These assets and liabilities are not measured at fair value on an ongoing basis; however, they are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment.

The following tables provide the fair value hierarchy and carrying amount of all assets that were held as of March 31, 2026 and 2025, and for which a nonrecurring fair value adjustment was recorded during the three months ended March 31, 2026 and 2025, and the related gains and losses from fair value adjustments on assets sold during the period as well as assets still held as of the end of the period.
Fair Value Measurements UsingTotal Losses
As of March 31, 2026 ($ in millions)Level 1Level 2Level 3Total
For the three months ended March 31, 2026
Commercial loans and leases$— — 109 109 (17)
Consumer and residential mortgage loans— — 166 166 (3)
Bank premises and equipment— — 26 26 (23)
Total$— — 301 301 (43)

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Notes to Condensed Consolidated Financial Statements (unaudited)
Fair Value Measurements UsingTotal (Losses) Gains
As of March 31, 2025 ($ in millions)Level 1Level 2Level 3Total
For the three months ended
 March 31, 2025
Commercial loans and leases$— — 261 261 (126)
Consumer and residential mortgage loans— — 145 145 (4)
OREO— — 4 4 1 
Private equity investments— 13 — 13 4 
Total$— 13 410 423 (125)

The following tables present information as of March 31, 2026 and 2025 about significant unobservable inputs related to the Bancorp’s material categories of Level 3 financial assets and liabilities measured at fair value on a nonrecurring basis:
As of March 31, 2026 ($ in millions)
Financial InstrumentFair ValueValuation TechniqueSignificant Unobservable InputsRanges of
Inputs		Weighted-Average
Commercial loans and leases$109 Appraised valueCollateral valueNMNM
Consumer and residential mortgage loans166 Appraised valueCollateral valueNMNM
Bank premises and equipment26 Appraised valueAppraised valueNMNM

As of March 31, 2025 ($ in millions)
Financial InstrumentFair ValueValuation TechniqueSignificant Unobservable InputsRanges of
Inputs		Weighted-Average
Commercial loans and leases$261 Appraised valueCollateral valueNMNM
Consumer and residential mortgage loans145 Appraised valueCollateral valueNMNM
OREO4 Appraised valueAppraised valueNMNM

For further information on the valuation methodologies used for certain assets measured at fair value on a nonrecurring basis, refer to Note 28 of the Notes to Consolidated Financial Statements included in the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2025.

Private equity investments
The Bancorp accounts for its private equity investments using the measurement alternative to fair value, except for those accounted for under the equity method of accounting. Under the measurement alternative, the Bancorp carries each investment at its cost basis minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. The Bancorp did not recognize gains and recognized gains of $4 million during the three months ended March 31, 2026 and 2025, respectively, resulting from observable price changes. The carrying value of the Bancorp’s private equity investments still held as of March 31, 2026 includes a cumulative $23 million of positive adjustments as a result of observable price changes since January 1, 2018. Because these adjustments are based on observable transactions in inactive markets, they are classified in Level 2 of the fair value hierarchy.

The Bancorp did not recognize impairment charges on its private equity investments during both the three months ended March 31, 2026 and 2025. The carrying value of the Bancorp’s private equity investments still held as of March 31, 2026 includes a cumulative $15 million of impairment charges recognized since adoption of the measurement alternative to fair value on January 1, 2018.

Fair Value Option
The Bancorp elected to measure certain residential mortgage loans held for sale under the fair value option as allowed under U.S. GAAP. Electing to measure residential mortgage loans held for sale at fair value reduces certain timing differences and better matches changes in the value of these assets with changes in the value of derivatives used as economic hedges for these assets. Management’s intent to sell residential mortgage loans classified as held for sale may change over time due to such factors as changes in the overall liquidity in markets or changes in characteristics specific to certain loans held for sale. Consequently, these loans may be reclassified to loans held for investment and maintained in the Bancorp’s loan portfolio. In such cases, the loans will continue to be measured at fair value.

Fair value changes recognized in earnings for residential mortgage loans held at March 31, 2026 and 2025 for which the fair value option was elected included losses of $23 million and $2 million, respectively. These changes are reported in mortgage banking net revenue in the Condensed Consolidated Statements of Income.

Valuation adjustments related to instrument-specific credit risk for residential mortgage loans measured at fair value negatively impacted the fair value of those loans by an immaterial amount at both March 31, 2026 and December 31, 2025. Interest on loans measured at fair value is
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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
accrued as it is earned using the effective interest method and is reported as interest income in the Condensed Consolidated Statements of Income.

The following table summarizes the fair value and the unpaid principal balance for residential mortgage loans measured at fair value as of:
March 31, 2026 ($ in millions)Aggregate
Fair Value		Aggregate Unpaid
Principal Balance
Residential mortgage loans measured at fair value$819 822 
Past due loans of 30-89 days1 1 
Past due loans of 90 days or more1 1 
Nonaccrual loans4 4 
December 31, 2025
Residential mortgage loans measured at fair value$764 758 
Past due loans of 30-89 days2 2 
Nonaccrual loans4 4 

Fair Value of Certain Financial Instruments
The following tables summarize the carrying amounts and estimated fair values for certain financial instruments, excluding financial instruments measured at fair value on a recurring basis:
Net Carrying
Amount		Fair Value Measurements UsingTotal
Fair Value
As of March 31, 2026 ($ in millions)Level 1Level 2Level 3
Financial assets:
Cash and due from banks
$4,084 4,084 — — 4,084 
Other short-term investments17,456 17,456 — — 17,456 
Other securities798 — 798 — 798 
Held-to-maturity securities16,389 2,157 14,182 2 16,341 
Loans and leases held for sale651 — — 651 651 
Portfolio loans and leases:
Commercial loans and leases121,039 — — 122,758 122,758 
Consumer and residential mortgage loans52,184 — — 51,892 51,892 
Total portfolio loans and leases, net$173,223 — — 174,650 174,650 
Financial liabilities:
Deposits$233,621 — 233,691 — 233,691 
Short-term borrowings1,289 158 1,131 — 1,289 
Long-term debt18,763 11,694 7,315 — 19,009 

Net Carrying
Amount		Fair Value Measurements UsingTotal
Fair Value
As of December 31, 2025 ($ in millions)Level 1Level 2Level 3
Financial assets:
Cash and due from banks$3,499 3,499 — — 3,499 
Other short-term investments18,876 18,876 — — 18,876 
Other securities674 — 674 — 674 
Held-to-maturity securities11,368 2,457 8,945 2 11,404 
Loans and leases held for sale75 — — 75 75 
Portfolio loans and leases:
Commercial loans and leases72,376 — — 73,628 73,628 
Consumer and residential mortgage loans47,916 — — 47,724 47,724 
Total portfolio loans and leases, net$120,292 — — 121,352 121,352 
Financial liabilities:
Deposits$171,819 — 171,899 — 171,899 
Short-term borrowings926 226 700 — 926 
Long-term debt13,579 5,067 8,938 — 14,005 
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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
22. Business Segments
The Bancorp has three reportable segments: Commercial Banking, Consumer and Small Business Banking and Wealth and Asset Management. The Bancorp’s reportable segments have been determined based on its management structure and management accounting practices. This presentation is aligned with how results are reviewed internally by the Bancorp’s Chairman, Chief Executive Officer and President, which the Bancorp has determined to be its Chief Operating Decision Maker (“CODM”). For each of the Bancorp’s segments, the CODM primarily uses segment income before income taxes on an FTE basis to allocate resources such as employees and capital. The CODM also monitors trends in net interest income, noninterest income and noninterest expense to evaluate the financial performance of each segment and make resource allocation decisions. These decisions also consider segment-specific events and circumstances, general market conditions, forecasts and variances to annual budgets. Additionally, the CODM uses segment average assets as a measure to allocate resources to the segments.

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

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 at a minimum, annually. Credit rates for deposit products and charge rates for loan products may be reset more frequently in response to changes in market conditions.

Refer to Note 31 of the Notes to Consolidated Financial Statements included in the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2025 for additional information about the Bancorp’s FTP process and other allocation methodologies.

The following is a description of each of the Bancorp’s segments and the products and services they provide to their respective client bases.

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.

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, recreational vehicle dealers and marine dealers. Solar energy installation loans and certain other consumer loans are originated through a network of contractors and installers.

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.
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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
The following tables present the results of operations and average assets by segment for the three months ended:
March 31, 2026 ($ in millions)Commercial
Banking		Consumer
and Small Business
Banking		Wealth
and Asset
Management
General
Corporate
and Other(d)
Total
Net interest income (FTE)(a)
$878 1,073 83 (95)1,939 
Provision for (benefit from) credit losses158 89 — (20)227 
Net interest income after provision for (benefit from) credit losses
$720 984 83 (75)1,712 
Noninterest income:

Wealth and asset management revenue$1 75 161 (4)233 
Commercial payments revenue191 30 2 (5)218 
Consumer banking revenue— 146 — — 146 
Capital markets fees135 1 — (2)134 
Commercial banking revenue103 1 1 — 105 
Mortgage banking net revenue— 44 — — 44 
Other noninterest income(b)
11 1 — 15 27 
Securities losses, net— — — (12)(12)
Total noninterest income$441 298 164 (8)895 
Noninterest expense:

Compensation and benefits$247 291 88 784 1,410 
Technology and communications6 11 3 184 204 
Net occupancy expense12 77 5 46 140 
Card and processing expense29 19 — 31 79 
Equipment expense8 19 — 28 55 
Marketing expense1 33 — 16 50 
Loan and lease expense13 22 1 6 42 
Other noninterest expense(c)
418 338 86 (427)415 
Total noninterest expense$734 810 183 668 2,395 
Income (loss) before income taxes (FTE)(a)
$427 472 64 (751)212 
Average assets$108,037 60,154 8,374 88,986 265,551 
(a)Includes FTE adjustments of $3 for Commercial Banking and $2 for General Corporate and Other.
(b)Includes impairment charges of $23 for bank premises and equipment recorded in General Corporate and Other. For more information, refer to Note 21.
(c)Includes segment expenses which are classified as other noninterest expense and allocations of corporate and shared services expenses.
(d)General Corporate and Other is not a reportable segment and is presented for reconciliation purposes.





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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
March 31, 2025 ($ in millions)Commercial
Banking		Consumer
and Small Business
Banking		Wealth
and Asset
Management
General
Corporate
and Other(c)
Total
Net interest income (FTE)(a)
$552 975 49 (134)1,442 
Provision for credit losses80 84 — 10 174 
Net interest income after provision for credit losses$472 891 49 (144)1,268 
Noninterest income:

Wealth and asset management revenue$— 66 106 — 172 
Commercial payments revenue133 20 — — 153 
Consumer banking revenue— 135 1 1 137 
Capital markets fees90 — 1 (1)90 
Commercial banking revenue79 1 — — 80 
Mortgage banking net revenue— 57 — — 57 
Other noninterest income 6 2 1 5 14 
Securities losses, net(7)— — (2)(9)
Total noninterest income$301 281 109 3 694 
Noninterest expense:

Compensation and benefits$178 236 62 274 750 
Technology and communications3 7 — 113 123 
Net occupancy expense9 54 3 21 87 
Card and processing expense3 17 1 — 21 
Equipment expense8 16 — 18 42 
Marketing expense1 19 — 8 28 
Loan and lease expense7 18 — 5 30 
Other noninterest expense(b)
302 283 40 (402)223 
Total noninterest expense$511 650 106 37 1,304 
Income (loss) before income taxes (FTE)(a)
$262 522 52 (178)658 
Average assets$77,940 54,406 4,657 73,555 210,558 
(a)Includes FTE adjustments of $3 for Commercial Banking and $2 for General Corporate and Other.
(b)Includes segment expenses which are classified as other noninterest expense and allocations of corporate and shared services expenses.
(c)General Corporate and Other is not a reportable segment and is presented for reconciliation purposes.

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PART II. OTHER INFORMATION

Legal Proceedings (Item 1)
Refer to Note 16 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 for information regarding legal proceedings.

Risk Factors (Item 1A)
There have been no material changes made during the first quarter of 2026 to any of the risk factors as previously disclosed in the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2025.

Unregistered Sales of Equity Securities and Use of Proceeds (Item 2)
Refer to the “Capital Management” section within Management’s Discussion and Analysis in Part I, Item 2 for information regarding purchases and sales of equity securities by the Bancorp during the first quarter of 2026.

Defaults Upon Senior Securities (Item 3)
None.

Mine Safety Disclosures (Item 4)
Not applicable.

Other Information (Item 5)
None.
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Exhibits (Item 6)
3.1
Amended Articles of Incorporation of Fifth Third Bancorp. Incorporated by reference to Exhibit 3.1 of the Registrant’s Quarterly Report on Form 10-Q filed on May 7, 2021.
3.2
Amendment to the Amended Articles of Incorporation of Fifth Third Bancorp, effective as of January 31, 2026. Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on February 2, 2026.
3.3
Code of Regulations of Fifth Third Bancorp, as Amended as of December 8, 2025. Incorporated by reference to Exhibit 3.3 of the Registrant’s Annual Report on Form 10-K filed on February 24, 2026.
4.1
Eighteenth Supplemental Indenture dated as of January 29, 2026 between Fifth Third Bancorp and Wilmington Trust Company, as Trustee, to the Indenture for Senior Debt Securities dated as of April 30, 2008 between Fifth Third Bancorp and the Trustee, as amended by Article 4 of the Twelfth Supplemental Indenture dated April 25, 2022 between Fifth Third Bancorp and the Trustee. Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on January 29, 2026.
4.2
Form of 4.566% Fixed Rate/Floating Rate Senior Notes due 2032. Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on January 29, 2026.
4.3
Form of 5.141% Fixed Rate/Floating Rate Senior Notes due 2037. Incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on January 29, 2026.
4.4
Deposit Agreement dated February 1, 2026, between Fifth Third Bancorp, as issuer, and Equiniti Trust Company, LLC, as depositary, transfer agent and registrar, and the holder from time to time of the Receipts described therein. Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on February 2, 2026.
4.5
Form of Depositary Receipt in respect of depositary shares representing 1/40th interest in a share of 6.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series M, of Fifth Third Bancorp (included in Exhibit 4.1). Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on February 2, 2026.
31(i)
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.
31(ii)
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.
32(i)
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.
32(ii)
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.
101.INSInline XBRL Instance Document.
101.SCHInline XBRL Taxonomy Extension Schema.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase.
101.LABInline XBRL Taxonomy Extension Label Linkbase.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase.
101.DEFInline XBRL Taxonomy Definition Linkbase.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
111


Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Fifth Third Bancorp
Registrant

Date: May 5, 2026
/s/ Bryan D. Preston
Bryan D. Preston
Executive Vice President
Chief Financial Officer
(Duly Authorized Officer & Principal Financial Officer)
112

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