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FIFTH THIRD BANCORP

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Business Summary

Fifth Third Bancorp is a diversified financial services company and bank holding company headquartered in Cincinnati, Ohio, operating as of December 31, 2025 with $214 billion in assets across 1,130 full-service Banking Centers and 2,199 Fifth Third branded ATMs in Ohio, Kentucky, Indiana, Michigan, Illinois, Florida, Tennessee, West Virginia, Georgia, North Carolina, South Carolina and Alabama. The Bancorp operates three main businesses: Commercial Banking, Consumer and Small Business Banking and Wealth and Asset Management, and its trust and registered investment advisory businesses had approximately $690 billion in total assets under care and managed $80 billion in assets for individuals, corporations and not-for-profit organizations as of December 31, 2025. The Bancorp competes for deposits, loans and other banking services in its principal geographic markets as well as in selected national markets, and its competitors include securities dealers, brokers, mortgage bankers, investment advisors, specialty finance, private credit, financial technology and insurance companies.

Fifth Third Bancorp competes primarily through the Bank against other banking institutions, securities dealers, brokers, mortgage bankers, investment advisors, specialty finance, private credit, financial technology and insurance companies. The increasingly competitive environment is primarily a result of changes in regulation, changes in technology, product delivery systems and the accelerating pace of consolidation among financial service providers. The Bancorp does not disclose specific market share percentages or name primary competitors in the filing.

Fifth Third Bancorp generates revenue through a wide range of financial products and services provided to the commercial, financial, retail, governmental, educational, energy and healthcare sectors, including checking, savings and money market accounts, wealth management solutions, payments and commerce solutions, securities products and services, insurance services and credit products such as commercial loans and leases, mortgage loans, credit cards, installment loans and other lending products. These products and services are delivered through a variety of channels including the Bancorp's banking centers, other offices, telephone sales, the internet and mobile applications. For the year ended December 31, 2025, net interest income on an FTE basis and noninterest income provided 66% and 34% of total revenue, respectively.

The Commercial Banking segment offers credit intermediation, cash management and financial services to large and middle-market businesses and government and professional customers, including 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. For the year ended December 31, 2025, Commercial Banking reported net interest income (FTE) of $2.323 billion and noninterest income of $1.363 billion . The Consumer and Small Business Banking segment 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, including residential mortgage, home equity loans and lines of credit, credit cards, automobile and other indirect lending, solar energy installation and other consumer lending activities. For the year ended December 31, 2025, Consumer and Small Business Banking reported net interest income of $4.168 billion and noninterest income of $1.193 billion .

The Wealth and Asset Management segment 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, 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. For the year ended December 31, 2025, Wealth and Asset Management reported net interest income of $213 million and noninterest income of $431 million . The Bancorp's trust and registered investment advisory businesses had approximately $690 billion in total assets under care and managed $80 billion in assets as of December 31, 2025.

On February 1, 2026, Fifth Third Bancorp closed the merger with Comerica Incorporated in an all-stock transaction valued at approximately $12.7 billion . On September 30, 2025, the Bancorp redeemed all 14,000 outstanding shares of its 4.500% fixed-rate reset non-cumulative perpetual preferred stock, Series L. During the year ended December 31, 2025, the Bancorp repurchased $525 million of common stock in accelerated share repurchase transactions. On June 13, 2025, the Bancorp's Board of Directors authorized management to purchase 100 million shares of the Bancorp's common stock. On January 28, 2025, the Bank issued and sold $700 million of fixed-rate/floating-rate senior notes due on January 28, 2028 and $300 million of floating-rate senior notes due on January 28, 2028.

For the year ended December 31, 2025, net income available to common shareholders was $2.376 billion , or $3.53 per diluted share , compared to $2.155 billion , or $3.14 per diluted share , for the year ended December 31, 2024. Net interest income on an FTE basis was $6.002 billion for the year ended December 31, 2025, increasing $348 million compared to the prior year. Net interest margin on an FTE basis was 3.11% for the year ended December 31, 2025 compared to 2.90% for the year ended December 31, 2024. The provision for credit losses was $662 million for the year ended December 31, 2025 compared to $530 million in the prior year. Noninterest income increased $186 million to $3.035 billion for the year ended December 31, 2025. Noninterest expense increased $111 million to $5.144 billion for the year ended December 31, 2025.

Business Outlook

The Bancorp's growth vectors include the expansion of its wealth and asset management business, as evidenced by the trust and registered investment advisory businesses having approximately $690 billion in total assets under care as of December 31, 2025, compared to $634 billion as of December 31, 2024, and managing $80 billion in assets as of December 31, 2025, compared to $69 billion as of December 31, 2024. The Bancorp also continues to invest in technology modernization and strategic initiatives, with technology and communications expense increasing $42 million for the year ended December 31, 2025 compared to the prior year, driven by increased investments in strategic initiatives and technology modernization.

The Bancorp's growth vectors also include the acquisition of Comerica Incorporated, which closed on February 1, 2026 in an all-stock transaction valued at approximately $12.7 billion . After the acquisition, the Bancorp and the Bank expect to become Category III institutions by the end of 2026 and do not expect any material financial impacts associated with this transition. Additionally, after the acquisition, the Bancorp and the Bank expect to meet or exceed all risk-based capital and leverage ratio requirements under the capital adequacy rules. The Bancorp also continues to focus on customer acquisition activities, with marketing expense increasing $27 million for the year ended December 31, 2025 compared to the prior year, primarily due to increased spend on customer acquisition activities.

The efficiency ratio on an FTE basis improved to 56.9% for the year ended December 31, 2025 compared to 59.2% for the year ended December 31, 2024. Noninterest expense increased $111 million for the year ended December 31, 2025 compared to the prior year, primarily due to increases in compensation and benefits expense, technology and communications expense and marketing expense, partially offset by a decrease in other noninterest expense. The Bancorp expects to incur substantial expenses related to the Comerica Merger and the integration of Comerica, including financial advisory, legal, accounting, consulting and other advisory fees, severance/employee benefit-related costs, public company filing fees and other regulatory fees.

The Bancorp continues to invest in technology and information technology system enhancements, with technology and communications expense increasing $42 million for the year ended December 31, 2025 compared to the prior year, driven by increased investments in strategic initiatives and technology modernization. The Bancorp had 18,676 full-time equivalent employees as of December 31, 2025, compared to 18,616 as of December 31, 2024. The Bancorp's recruitment strategies continue to deepen relationships with universities and partner organizations to ensure a strong pipeline for talent.

During the year ended December 31, 2025, the Bancorp repurchased $525 million of common stock in accelerated share repurchase transactions. On June 13, 2025, the Bancorp's Board of Directors authorized management to purchase 100 million shares of the Bancorp's common stock through the open market or in any private party transactions. The Bancorp declared cash dividends of $1.54 per common share for the year ended December 31, 2025, compared to $1.44 for the year ended December 31, 2024. The Bancorp does not disclose specific R&D spending levels or capital expenditure plans in the filing.

The Bancorp faces structural headwinds from changes in interest rates, which could affect its income and cash flows as its income depends to a great extent on the difference between the interest rates earned on interest-earning assets and the interest rates paid on interest-bearing liabilities. The Bancorp also faces headwinds from deteriorating credit quality, which has adversely impacted Fifth Third in the past and may adversely impact Fifth Third in the future, and from the potential for credit losses in excess of the amount reserved. The Bancorp's mortgage banking business is subject to volatility in revenue due to changes in interest rates, as when rates rise, the demand for mortgage loans tends to fall, reducing revenue from loan originations, while when rates fall, the value of MSRs tends to decline.

The Bancorp faces constraints from extensive governmental regulation and supervision, which subject it to restrictions, oversight and/or costs that may have an impact on its business, financial condition, results of operations or the price of its common stock. The Bancorp also faces constraints from the need to maintain adequate sources of funding and liquidity, as its liquidity and ability to fund and operate its business could be materially adversely affected by a variety of conditions and factors, including financial and credit market disruptions and volatility or a lack of market or customer confidence in financial markets in general. Additionally, the Bancorp faces constraints from the intense competition for qualified candidates, which may increase its expenses and may result in the Bancorp not being able to hire candidates or retain them.

Risk Factors

Deteriorating credit quality has adversely impacted Fifth Third in the past and may adversely impact Fifth Third in the future, as the performance of credit portfolios significantly affects the Bancorp's financial results and condition, including the level of credit losses and reserves for credit losses. The Bancorp's credit risk and credit losses can increase if its loans are concentrated among individual borrowers, borrowers engaged in the same or similar activities, industries or geographies, or to borrowers who as a group may be uniquely or disproportionately affected by economic or market conditions. The Bancorp's provision for credit losses was $662 million for the year ended December 31, 2025, and net losses charged off as a percent of average portfolio loans and leases were 0.60% for the year ended December 31, 2025. Changes in interest rates could affect Fifth Third's income and cash flows, as its income depends to a great extent on the difference between the interest rates earned on interest-earning assets and the interest rates paid on interest-bearing liabilities, and these rates are highly sensitive to many factors beyond Fifth Third's control, including general economic conditions and the policies of various governmental and regulatory agencies. The Bancorp's mortgage banking business is subject to volatility in revenue, as when rates rise, the demand for mortgage loans tends to fall, reducing revenue from loan originations, while when rates fall, the value of MSRs tends to decline, and the hedge is not perfect, either in amount or timing. The Bancorp faces risks relating to the acquisition and integration of Comerica Incorporated, including the potential failure to realize the anticipated benefits of the merger, which was valued at approximately $12.7 billion , and the potential for substantial expenses related to the merger and integration that may exceed the savings achieved from the elimination of duplicative expenses.

Management Priorities

Management's message emphasizes the Bancorp's commitment to living its values, serving its customers, delivering financial performance and being recognized as a leader in building an engaging workplace. The strategic priorities emphasized for the period ahead include the successful integration of the Comerica Incorporated merger, which closed on February 1, 2026 in an all-stock transaction valued at approximately $12.7 billion , and the continued focus on technology modernization and strategic initiatives, with technology and communications expense increasing $42 million for the year ended December 31, 2025 compared to the prior year. Management also highlights the Bancorp's focus on customer acquisition activities, with marketing expense increasing $27 million for the year ended December 31, 2025 compared to the prior year, and the improvement in the efficiency ratio on an FTE basis to 56.9% for the year ended December 31, 2025 compared to 59.2% for the year ended December 31, 2024.

View Source Annual Report on SEC.gov ↗

References

  1. [1] Item 1, Business — General Information
  2. [2] Item 1, Business — General Information
  3. [3] Item 1, Business — General Information
  4. [4] Item 1, Business — General Information
  5. [5] Item 1, Business — General Information
  6. [6] Item 7, MD&A — Overview
  7. [7] Item 7, MD&A — Overview
  8. [8] Item 7, MD&A — Business Segment Review, Commercial Banking
  9. [9] Item 7, MD&A — Business Segment Review, Commercial Banking
  10. [10] Item 7, MD&A — Business Segment Review, Consumer and Small Business Banking
  11. [11] Item 7, MD&A — Business Segment Review, Consumer and Small Business Banking
  12. [12] Item 7, MD&A — Business Segment Review, Wealth and Asset Management
  13. [13] Item 7, MD&A — Business Segment Review, Wealth and Asset Management
  14. [14] Item 1, Business — General Information
  15. [15] Item 1, Business — General Information
  16. [16] Item 7, MD&A — Overview, Acquisition of Comerica Incorporated
  17. [17] Item 7, MD&A — Overview, Redemption of Preferred Stock
  18. [18] Item 7, MD&A — Overview, Share Repurchase Activity
  19. [19] Item 7, MD&A — Overview, Share Repurchase Activity
  20. [20] Item 7, MD&A — Overview, Senior Notes Offerings
  21. [21] Item 7, MD&A — Overview, Senior Notes Offerings
  22. [22] Item 7, MD&A — Earnings Summary
  23. [23] Item 7, MD&A — Earnings Summary
  24. [24] Item 7, MD&A — Earnings Summary
  25. [25] Item 7, MD&A — Earnings Summary
  26. [26] Item 7, MD&A — Earnings Summary
  27. [27] Item 7, MD&A — Earnings Summary
  28. [28] Item 7, MD&A — Earnings Summary
  29. [29] Item 7, MD&A — Earnings Summary
  30. [30] Item 7, MD&A — Earnings Summary
  31. [31] Item 7, MD&A — Earnings Summary
  32. [32] Item 7, MD&A — Earnings Summary
  33. [33] Item 7, MD&A — Earnings Summary
  34. [34] Item 7, MD&A — Earnings Summary
  35. [35] Item 7, MD&A — Earnings Summary
  36. [36] Item 7, MD&A — Noninterest Income
  37. [37] Item 7, MD&A — Noninterest Income
  38. [38] Item 7, MD&A — Noninterest Income
  39. [39] Item 7, MD&A — Noninterest Income
  40. [40] Item 7, MD&A — Noninterest Expense
  41. [41] Item 7, MD&A — Overview, Acquisition of Comerica Incorporated
  42. [42] Item 7, MD&A — Noninterest Expense
  43. [43] Item 7, MD&A — Noninterest Expense
  44. [44] Item 7, MD&A — Noninterest Expense
  45. [45] Item 7, MD&A — Noninterest Expense
  46. [46] Item 7, MD&A — Noninterest Expense
  47. [47] Item 1, Business — Human Capital Resources
  48. [48] Item 1, Business — Human Capital Resources
  49. [49] Item 7, MD&A — Overview, Share Repurchase Activity
  50. [50] Item 7, MD&A — Overview, Share Repurchase Activity
  51. [51] Item 7, MD&A — Earnings Summary
  52. [52] Item 7, MD&A — Earnings Summary
  53. [53] Item 7, MD&A — Provision for Credit Losses
  54. [54] Item 7, MD&A — Earnings Summary
  55. [55] Item 7, MD&A — Overview, Acquisition of Comerica Incorporated
  56. [56] Item 7, MD&A — Overview, Acquisition of Comerica Incorporated
  57. [57] Item 7, MD&A — Noninterest Expense
  58. [58] Item 7, MD&A — Noninterest Expense
  59. [59] Item 7, MD&A — Noninterest Expense
  60. [60] Item 7, MD&A — Noninterest Expense
  61. [61] Item 7, MD&A — Earnings Summary
  62. [62] Item 7, MD&A — Earnings Summary
  63. [63] Item 7, MD&A — Earnings Summary
  64. [64] Item 7, MD&A — Earnings Summary
  65. [65] Item 7, MD&A — Earnings Summary
  66. [66] Item 7, MD&A — Earnings Summary
  67. [67] Item 7, MD&A — Earnings Summary
  68. [68] Item 7, MD&A — Earnings Summary
  69. [69] Item 7, MD&A — Provision for Credit Losses
  70. [70] Item 7, MD&A — Provision for Credit Losses
  71. [71] Item 7, MD&A — Provision for Credit Losses
  72. [72] Item 7, MD&A — Provision for Credit Losses
  73. [73] Item 7, MD&A — Noninterest Expense
  74. [74] Item 7, MD&A — Noninterest Expense
  75. [75] Item 7, MD&A — Non-GAAP Financial Measures
  76. [76] Item 7, MD&A — Non-GAAP Financial Measures
  77. [77] Item 7, MD&A — Capital Summary
  78. [78] Item 7, MD&A — Business Segment Review, Commercial Banking
  79. [79] Item 7, MD&A — Business Segment Review, Commercial Banking
  80. [80] Item 7, MD&A — Business Segment Review, Consumer and Small Business Banking
  81. [81] Item 7, MD&A — Business Segment Review, Consumer and Small Business Banking
  82. [82] Item 7, MD&A — Business Segment Review, Wealth and Asset Management
  83. [83] Item 7, MD&A — Business Segment Review, Wealth and Asset Management

Analysis on 6/21/2026