FIFTH THIRD BANCORP

25. Stock-Based Compensation

Stock-based awards are eligible for issuance under the Bancorp’s Incentive Compensation Plan to executives, directors and key employees of the Bancorp and its subsidiaries. The 2021 Incentive Compensation Plan was approved by shareholders on April 13, 2021 and authorized the issuance of up to 50 million shares as equity compensation. The plan authorizes the issuance of SARs, RSAs, RSUs, stock options, performance share or unit awards, dividend or dividend equivalent rights and stock awards. As of December 31, 2023, there were 24.7 million shares available for future issuance. Based on total stock-based awards outstanding (including SARs, RSUs, stock options and PSAs) and shares remaining for future grants under the 2021 Incentive Compensation Plan, the potential dilution to which the Bancorp’s common shareholders are exposed due to the potential that stock-based compensation will be awarded to executives, directors or key employees of the Bancorp and its subsidiaries is 6%. SARs, RSUs, stock options and PSAs outstanding represent 3% of the Bancorp’s issued shares at December 31, 2023.

All of the Bancorp’s stock-based awards are to be settled with stock. The Bancorp has historically used treasury stock to settle stock-based awards, when available. SARs, issued at fair value based on the closing price of the Bancorp’s common stock on the date of grant, have terms up toten years and vest and typically become exercisable ratably over athree year period of continued employment. The Bancorp does not grant discounted SARs or stock options, re-price previously granted SARs or stock options or grant reload stock options. RSUs are typically released after three orfour years or ratably over three orfour years of continued employment and receive dividend equivalents. Dividend equivalents are accrued and paid in cash when the underlying shares are distributed, except for certain RSUs which have the rights to receive dividend equivalents paid in cash at each dividend payment date. Stock options were previously issued at fair value based on the closing price of the Bancorp’s common stock on the date of grant, had up toten year terms and vested and became fully exercisable ratably over athree orfour-year period of continued employment. For PSAs that are eligible to receive dividend equivalents, the accrued cash dividends are adjusted by the payout percentage achieved on the underlying awards. PSAs have three-year cliff vesting terms with performance conditions as defined by the plan. All of the Bancorp’s executive stock-based awards contain an annual performance hurdle of 2% return on tangible common equity. If this threshold is not met in any one of thethree years during the performance period, one-third of PSAs are forfeited. Additionally, if this threshold is not met, all SARs and RSUs that would vest in the next year may also be forfeited at the discretion of the Human Capital and Compensation Committee of the Board of Directors. The Bancorp met this threshold as of December 31, 2023.

Stock-based compensation expense was $169 million, $165 million and $120 million for the years ended December 31, 2023, 2022 and 2021, respectively, and is included in compensation and benefits expense in the Consolidated Statements of Income. The total related income tax benefit recognized was $35 million, $34 million and $25 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Stock Appreciation Rights

The Bancorp uses assumptions, which are evaluated and revised as necessary, in estimating the grant-date fair value of each SAR grant.

The weighted-average assumptions were as follows for the years ended December 31:

The expected life is generally derived from historical exercise patterns and represents the amount of time that SARs granted are expected to be outstanding. The expected volatility is based on a combination of historical and implied volatilities of the Bancorp’s common stock. The expected dividend yield is based on annual dividends divided by the Bancorp’s stock price. Annual dividends are based on projected dividends, estimated using an expected long-term dividend payout ratio, over the estimated life of the awards. The risk-free interest rate for periods within the contractual life of the SARs is based on the U.S. Treasury yield curve in effect at the time of grant.

The grant-date fair value of SARs is measured using the Black-Scholes option-pricing model. The weighted-average grant-date fair value of SARs granted was $10.49, $12.76 and $7.84 per share for the years ended December 31, 2023, 2022 and 2021, respectively. The total grant-date fair value of SARs that vested during the years ended December 31, 2023, 2022 and 2021 was $3 million, $2 million and $8 million, respectively.

At December 31, 2023, there was $2 million of stock-based compensation expense related to outstanding SARs not yet recognized. The expense is expected to be recognized over an estimated remaining weighted-average period at December 31, 2023 of 1.6 years.

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The following table summarizes SARs activity for the years ended December 31:

The following table summarizes outstanding and exercisable SARs by grant price per share at December 31, 2023:

Restricted Stock Units

The total grant-date fair value of RSUs that were released during the years ended December 31, 2023, 2022 and 2021 was $130 million, $110 million and $99 million, respectively. At December 31, 2023, there was $174 million of stock-based compensation expense related to outstanding RSUs not yet recognized. The expense is expected to be recognized over an estimated remaining weighted-average period at December 31, 2023 of 2.3 years.

The following table summarizes RSUs activity for the years ended December 31:

The following table summarizes outstanding RSUs by grant-date fair value per unit at December 31, 2023:

191 Fifth Third Bancorp

Stock Options

There wereno stock options granted during the years ended December 31, 2023, 2022 and 2021. The Bancorp generally utilizes the Black-Scholes option pricing model to measure the fair value of stock option grants.

The total intrinsic value of stock options exercised was $1 million, $2 million and $7 million for the years ended December 31, 2023, 2022 and 2021, respectively. Cash received from stock options exercised was $1 million, $1 million and $6 million for the years ended December 31, 2023, 2022 and 2021, respectively. The tax benefit realized from exercised stock options wasimmaterial for both the years ended December 31, 2023 and 2022 and $1 million for the year ended December 31, 2021. No stock options vested during the year ended December 31, 2023 and animmaterial amount of stock options vested during both the years ended December 31, 2022 and 2021. As of December 31, 2023, the aggregate intrinsic value of both outstanding stock options and exercisable stock options was $3 million.

The following table summarizes stock options activity for the years ended December 31:

The following table summarizes outstanding and exercisable stock options by exercise price per share at December 31, 2023:

Other Stock-Based Compensation

PSAs are payable contingent upon the Bancorp achieving certain predefined performance targets over athree-year measurement period. Depending on performance, between zero and 1.1 million shares may be released to settle the PSAs outstanding at December 31, 2023 once the applicable performance periods are completed. Awards granted during the years ended December 31, 2023, 2022 and 2021 will be entirely settled in stock. The performance targets are based on the Bancorp’s performance relative to a defined peer group. PSAs use a performance-based metric based on return on tangible common equity in relation to peers. During the years ended December 31, 2023, 2022 and 2021, approximately 256 thousand,288 thousand and 251 thousand PSAs, respectively, were granted by the Bancorp. These awards were granted at a weighted-average grant-date fair value of $37.19, $47.03 and $33.53 per unit during the years ended December 31, 2023, 2022 and 2021, respectively.

The Bancorp sponsors an employee stock purchase plan that allows qualifying employees to purchase shares of the Bancorp’s common stock with a 15% match. During the years ended December 31, 2023, 2022 and 2021, there were approximately 768 thousand,520 thousand and 470 thousand shares, respectively, purchased by participants. The Bancorp recognized expense of $2 million in each of the years ended December 31, 2023, 2022 and 2021 related to this plan. This expense is included in compensation and benefits expense in the Consolidated Statements of Income. As of December 31, 2023, there were approximately 2.0 million shares available for future issuance, which represents the remaining shares of Fifth Third common stock under the Bancorp’s 1993 Stock Purchase Plan, as amended and restated, including an additional 1.5 million shares approved by shareholders on March 28, 2007 and an additional 12 million shares approved by shareholders on April 21, 2009.

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