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FIFTH THIRD BANCORP

For the period ended Sep 30, 2025. Filed Nov 4, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 4, 2025

FITB$53.04-0.8%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 499 previous paragraphs and 506 current paragraphs.

339 unchanged; 141 reworded; 19 added; 16 removed; 3 previous and 7 current paragraphs rearranged.

Tables are not compared: 60 previous and 60 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (19)

Current report

Pending Acquisition

Current report

On October 5, 2025, Fifth Third Bancorp and Comerica Incorporated entered into a definitive merger agreement under which, on the terms and conditions set forth therein, Comerica Incorporated will merge with a subsidiary of Fifth Third Bancorp in an all-stock transaction. Under the terms of the agreement, common shareholders of Comerica will receive 1.8663 shares of Fifth Third Bancorp common stock for each share of Comerica common stock, resulting in a transaction value of $10.9 billion based on the closing price of Fifth Third’s common stock on October 3, 2025. The exchange ratio of Fifth Third Bancorp common stock for Comerica common stock is fixed. The merger is expected to close at the end of the first quarter of 2026.

Current report

On September 30, 2025, the Bancorp redeemed all 14,000 outstanding shares of its 4.500% fixed-rate reset non-cumulative perpetual preferred stock, Series L, and the corresponding depositary shares, pursuant to its terms and conditions. Prior to the redemption, the dividend rate on the Series L preferred stock was set to reach its first dividend reset date at which time the dividend would have reset to the five-year U.S. Treasury rate plus 4.215%.

Current report

The provision for credit losses was $197 million and $544 million for the three and nine months ended September 30, 2025, respectively, compared to $160 million and $351 million during the same periods in the prior year. Provision expense for the three and nine months ended September 30, 2025 increased primarily driven by the impairment of an asset-backed finance commercial loan which included a charge-off of

Current report

Noninterest expense increased $23 million and $28 million for the three and nine months ended September 30, 2025, respectively, compared to the same periods in the prior year primarily due to increases in technology and communications expense, marketing expense and net occupancy expense, partially offset by decreases in other noninterest expense. The increase for the nine months ended September 30, 2025 also included an increase in compensation and benefits expense.

Current report

•CET1 risk-based capital ratio: 10.57%;

Current report

•Leverage ratio: 9.24%.

Current report

The provision for credit losses was $197 million and $544 million for the three and nine months ended September 30, 2025, respectively, compared to $160 million and $351 million during the same periods in the prior year. Provision expense for the three and nine months ended September 30, 2025 increased primarily driven by the impairment of an asset-backed finance commercial loan which included a charge-off of $178 million and a specific allowance of $20 million. The increase in provision expense for the three months ended September 30, 2025 was partially offset by factors that reduced the ACL from June 30, 2025, including improvement in the economic forecast used to calculate the ACL and impacts of changes in loan portfolio mix. The increase in provision expense for the nine months ended September 30, 2025 was partially offset by factors that reduced the ACL from December 31, 2024, including impacts of changes in loan portfolio mix, as the improvement in the economic forecast used in the third quarter was more than offset by deterioration in the forecast used in the first and second quarters of 2025.

Current report

Noninterest income increased $70 million and $107 million for the three and nine months ended September 30, 2025, respectively, compared to the three and nine months ended September 30, 2024.

Current report

Mortgage banking net revenue increased $8 million and $17 million for the three and nine months ended September 30, 2025, respectively, compared to the three and nine months ended September 30, 2024.

Current report

Noninterest expense increased $23 million and $28 million for the three and nine months ended September 30, 2025, respectively, compared to the same periods in the prior year.

Current report

Net occupancy expense increased $8 million and $9 million for the three and nine months ended September 30, 2025, respectively, compared to the same periods in the prior year primarily driven by expenses associated with the Bancorp’s continued expansion into Southeast markets.

Current report

Average deposits decreased $1.4 billion and $1.0 billion for the three and nine months ended September 30, 2025, respectively, compared to the same periods in the prior year primarily due to decreases in average interest checking deposits. Average interest checking deposits decreased $1.2 billion and $254 million for the three and nine months ended September 30, 2025, respectively, compared to the same periods in the prior year primarily as a result of lower average balances per customer account and a decrease in derivative collateral held as a result of lower interest rates. The decrease for the nine months ended September 30, 2025 compared to the same period in the prior year also included a decrease of $718 million in average demand deposits primarily as a result of lower average balances per customer account.

Current report

Income before income taxes was $665 million and $1.8 billion for the three and nine months ended September 30, 2025, respectively, compared to $647 million and $2.0 billion for the same periods in the prior year. The increase for the three months ended September 30, 2025 was primarily driven by increases in net interest income and noninterest income, partially offset by an increase in noninterest expense. The decrease for the nine months ended September 30, 2025 was primarily driven by a decrease in net interest income and an increase in noninterest expense, partially offset by an increase in noninterest income.

Current report

Provision for credit losses decreased $5 million and increased $9 million for the three and nine months ended September 30, 2025, respectively, compared to the same periods in the prior year. The decrease for the three months ended September 30, 2025 was primarily driven by a decrease in net charge-offs on consumer loans. The increase for the nine months ended September 30, 2025 was primarily driven by an increase in net charge-offs on commercial and industrial loans, partially offset by a decrease in net charge-offs on consumer loans.

Current report

Annualized net charge-offs as a percent of average portfolio loans and leases decreased to 56 bps and 63 bps for the three and nine months ended September 30, 2025, respectively, compared to 65 bps for both the three and nine months ended September 30, 2024.

Current report

Noninterest income increased $26 million and $57 million for the three and nine months ended September 30, 2025, respectively, compared to the same periods in the prior year primarily driven by increases in wealth and asset management revenue, mortgage banking net revenue, consumer banking revenue and other noninterest income. Wealth and asset management revenue increased $9 million and $21 million for the three and nine months ended September 30, 2025, respectively, compared to the same periods in the prior year primarily due to increases in brokerage income and personal asset management revenue. Refer to the Noninterest Income subsection of the Statement of Income Analysis section of MD&A for additional information on the fluctuations in mortgage banking net revenue and consumer banking revenue. Other noninterest income increased $7 million and $9 million for the three and nine months ended September 30, 2025, respectively, compared to the same periods in the prior year primarily due to gains on the sale of branch-related real estate no longer intended to be used for banking purposes.

Current report

Net interest income increased $5 million for the three months ended September 30, 2025 compared to the same period in the prior year primarily driven by a decrease in rates paid on and average balances of deposits, partially offset by a decrease in FTP credits on deposits.

Current report

On September 30, 2025, the Bancorp redeemed all 14,000 outstanding shares of its 4.500% fixed-rate reset non-cumulative perpetual preferred stock, Series L, and the corresponding depositary shares, pursuant to its terms and conditions. Refer to Note 12 of the Notes to Condensed Consolidated Financial Statements for additional information on the redemption of preferred stock.
Removed paragraphs (16)

Previous report

wealth and asset management revenue, consumer banking revenue, mortgage banking net revenue and other noninterest income, partially offset by decreases in capital markets fees, commercial banking revenue and net securities gains.

Previous report

Noninterest expense increased $43 million and $6 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in the prior year primarily due to increases in compensation and benefits expense, technology and communications expense and marketing expense, partially offset by decreases in other noninterest expense.

Previous report

•CET1 capital ratio: 10.58%;

Previous report

•Leverage ratio: 9.42%.

Previous report

compared to the three and six months ended June 30, 2024 primarily due to decreases in the average balances of and yields on other short-term investments associated with lower market rates.

Previous report

The provision for credit losses was $173 million and $347 million for the three and six months ended June 30, 2025, respectively, compared to $97 million and $191 million during the same periods in the prior year. Provision expense for the three and six months ended June 30, 2025 was affected by factors that caused increases in the ACL from both March 31, 2025 and December 31, 2024, including deterioration in the economic forecasts used to calculate the ACL and higher period-end loan and lease balances. The increase in the ACL from December 31, 2024 was also driven by an increase in specific reserves on individually evaluated commercial and industrial loans.

Previous report

Noninterest income increased $55 million and $38 million for the three and six months ended June 30, 2025, respectively, compared to the three and six months ended June 30, 2024.

Previous report

Mortgage banking net revenue increased $6 million and $9 million for the three and six months ended June 30, 2025, respectively, compared to the three and six months ended June 30, 2024.

Previous report

Noninterest expense increased $43 million and $6 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in the prior year.

Previous report

Noninterest income increased $1 million and decreased $20 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in the prior year. The increase for the three months ended June 30, 2025 was primarily driven by an increase in other noninterest income, partially offset by a decrease in commercial banking revenue. Other noninterest income increased $14 million for the three months ended June 30, 2025 compared to the same period in the prior year primarily due to the recognition of an immaterial amount of net securities gains for the three months ended June 30, 2025 compared to net securities losses of $7 million for the same period in the prior

Previous report

Average deposits decreased $390 million and $826 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in the prior year primarily due to decreases in average demand deposits, partially offset by increases in average interest checking deposits. Average demand deposits decreased $422 million and $1.1 billion for the three and six months ended June 30, 2025, respectively, compared to the same periods in the prior year primarily as a result of lower average balances per customer account. Average interest checking deposits increased $122 million and $229 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in the prior year primarily driven by increases in balances associated with embedded payments products.

Previous report

Provision for credit losses increased $14 million for both the three and six months ended June 30, 2025 compared to the same periods in the prior year primarily driven by increases in net charge-offs on average commercial and industrial loans. Annualized net charge-offs as a percent of average portfolio loans and leases increased to 64 bps and 67 bps for the three and six months ended June 30, 2025, respectively, compared to 61 bps and 66 bps for the same periods in the prior year.

Previous report

Noninterest income increased $18 million and $27 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in the prior year primarily driven by increases in wealth and asset management revenue, mortgage banking net revenue and

Previous report

consumer banking revenue. Wealth and asset management revenue increased $4 million and $11 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in the prior year primarily due to increases in personal asset management revenue and brokerage income. Refer to the Noninterest Income subsection of the Statement of Income Analysis section of MD&A for additional information on the fluctuations in mortgage banking net revenue and consumer banking revenue.

Previous report

Income before income taxes was $65 million and $116 million for the three and six months ended June 30, 2025, respectively, compared to $59 million and $117 million for the same periods in the prior year. The increase for the three months ended June 30, 2025 was primarily driven by increases in net interest income and noninterest income, partially offset by an increase in noninterest expense. The decrease for the six months ended June 30, 2025 was primarily driven by an increase in noninterest expense and a decrease in net interest income, partially offset by an increase in noninterest income.

Previous report

Net interest income increased $3 million and decreased $6 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in the prior year. The increase for the three months ended June 30, 2025 was primarily driven by a decrease in rates paid on average deposits, partially offset by a decrease in FTP credits on deposits. The decrease for the six months ended June 30, 2025 was primarily driven by a decrease in FTP credits on deposits, partially offset by a decrease in rates paid on average deposits.
Reworded paragraphs (141)

Previous wording

Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. At June 30, 2025, the Bancorp had $210 billion in assets and operated 1,089 full-service banking centers and 2,170 Fifth Third branded ATMs in eleven states throughout the Midwestern and Southeastern regions of the U.S. The Bancorp reports on three business segments: Commercial Banking, Consumer and Small Business Banking and Wealth and Asset Management.

Current wording

Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. At September 30, 2025, the Bancorp had $213 billion in assets and operated 1,102 full-service banking centers and 2,184 Fifth Third branded ATMs in twelve states throughout the Midwestern and Southeastern regions of the U.S. The Bancorp reports on three business segments: Commercial Banking, Consumer and Small Business Banking and Wealth and Asset Management.

Previous wording

The Bancorp’s revenues are dependent on both net interest income and noninterest income. For both the three and six months ended June 30, 2025, net interest income on an FTE basis and noninterest income provided 67% and 33% 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.

Current wording

The Bancorp’s revenues are dependent on both net interest income and noninterest income. For the three months ended September 30, 2025, net interest income on an FTE basis and noninterest income provided 66% and 34% of total revenue, respectively. For the nine months ended September 30, 2025, net interest income on an FTE basis and noninterest income provided 67% and 33% 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.

Previous wording

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

Current wording

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

Previous wording

During the first quarter of 2025, the Bancorp entered into and settled an accelerated share repurchase transaction in the amount of $225 million.

Current wording

During the nine months ended September 30, 2025, the Bancorp entered into and settled accelerated share repurchase transactions in the amount of $525 million.

Previous wording

Refer to Note 12 and Note 20 of the Notes to Condensed Consolidated Financial Statements for additional information on share repurchase activity.

Current wording

Refer to Note 12 of the Notes to Condensed Consolidated Financial Statements for additional information on share repurchase activity.

Previous wording

On July 4, 2025, legislation formally titled “An Act to Provide for Reconciliation Pursuant to Title II of H. Con. Res. 14” (“the Act”) and commonly referred to as the “One Big Beautiful Bill Act” was enacted, introducing significant changes to the U.S. tax code that impact both individuals and businesses. Key provisions of the Act include the reinstatement of favorable tax treatment for certain business provisions, the phase out of and restrictions on clean energy tax incentives as well as the permanent extension of certain provisions of the 2017 Tax Cuts and Jobs Act. The Bancorp is in the process of evaluating the impact of these changes on its effective tax rate, deferred tax assets and liabilities, related valuation allowances, and business activities. The effects of the legislation will be reflected in the Bancorp’s financial statements for the period ending September 30, 2025, in accordance with ASC 740.

Current wording

On July 4, 2025, legislation formally titled “An Act to Provide for Reconciliation Pursuant to Title II of H. Con. Res. 14” (“the Act”) and commonly referred to as the “One Big Beautiful Bill Act” was enacted, introducing significant changes to the U.S. tax code that impact both individuals and businesses. Key provisions of the Act include the reinstatement of favorable tax treatment for certain business provisions, the phase out of and restrictions on clean energy tax incentives as well as the permanent extension of certain provisions of the 2017 Tax Cuts and Jobs Act. The effects of the legislation were reflected in the Bancorp’s Condensed Consolidated Financial Statements for the period ending September 30, 2025, in accordance with ASC 740 and did not have a material impact. The Bancorp will continue to monitor any further guidance or clarifications related to the Act that may affect future reporting periods.

Previous wording

•CET1 Capital Ratio: CET1 capital divided by risk-weighted assets as defined by the Basel III standardized approach to risk-weighting of assets

Current wording

•CET1 risk-based Capital Ratio: CET1 risk-based capital divided by risk-weighted assets as defined by the Basel III standardized approach to risk-weighting of assets

Previous wording

(a)Amounts presented on an FTE basis. The FTE adjustments were $5 and $6 for the three months ended June 30, 2025 and 2024, respectively, and $10 and $12 for the six months ended June 30, 2025 and 2024, respectively.

Current wording

(a)Amounts presented on an FTE basis. The FTE adjustments were $5 and $6 for the three months ended September 30, 2025 and 2024, respectively, and $15 and $18 for the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

Net income available to common shareholders for the second quarter of 2025 was $591 million, or $0.88 per diluted share, compared to $561 million, or $0.81 per diluted share, for the second quarter of 2024. Preferred stock dividends were $37 million and $40 million for the second quarter of 2025 and 2024, respectively. Net income available to common shareholders for the six months ended June 30, 2025 was $1.1 billion, or $1.58 per diluted share, compared to $1.0 billion, or $1.51 per diluted share, for the six months ended June 30, 2024. Preferred stock dividends were $73 million and $81 million for the six months ended June 30, 2025 and 2024, respectively.

Current wording

Net income available to common shareholders for the third quarter of 2025 was $608 million, or $0.91 per diluted share, compared to $532 million, or $0.78 per diluted share, for the third quarter of 2024. Preferred stock dividends were $41 million for both the third quarters of 2025 and 2024. Net income available to common shareholders for the nine months ended September 30, 2025 was $1.7 billion, or $2.49 per diluted share, compared to $1.6 billion, or $2.28 per diluted share, for the nine months ended September 30, 2024. Preferred stock dividends were $114 million and $121 million for the nine months ended September 30, 2025 and 2024, respectively. As previously mentioned, on September 30, 2025, the Bancorp redeemed all outstanding shares of its preferred stock, Series L, resulting in a $4 million reduction to net income available to common shareholders, which was recognized as incremental dividends on preferred stock in the Bancorp’s Condensed Consolidated Statements of Income.

Previous wording

Net interest income on an FTE basis (non-GAAP) was $1.5 billion and $2.9 billion for the three and six months ended June 30, 2025, respectively, increasing $107 million and $159 million compared to the same periods in the prior year. Net interest income for the three and six months ended June 30, 2025 was positively impacted by lower rates paid on average interest-bearing liabilities, higher average balances of loans and leases and increases in yields on average consumer loans and leases. These positive impacts were partially offset by decreases in the average balances of and yields on other short-term investments as well as lower yields on average commercial loans and leases. Net interest margin on an FTE basis (non-GAAP) was 3.12% and 3.08% for the three and six months ended June 30, 2025, respectively, compared to 2.88% and 2.87% for the comparable periods in the prior year.

Current wording

Net interest income on an FTE basis (non-GAAP) was $1.5 billion and $4.5 billion for the three and nine months ended September 30, 2025, respectively, increasing $98 million and $258 million compared to the same periods in the prior year. Net interest income for the three and nine months ended September 30, 2025 was positively impacted by lower rates paid on and average balances of interest-bearing liabilities, higher average balances of loans and leases and increases in yields on average consumer loans and leases. These positive impacts were partially offset by decreases in the average balances of and yields on other short-term investments as well as lower yields on average commercial loans and leases. Net interest margin on an FTE basis (non-GAAP) was 3.13% and 3.10% for the three and nine months ended September 30, 2025, respectively, compared to 2.90% and 2.88% for the same periods in the prior year.

Previous wording

The provision for credit losses was $173 million and $347 million for the three and six months ended June 30, 2025, respectively, compared to $97 million and $191 million during the same periods in the prior year. Provision expense for the three and six months ended June 30, 2025 was affected by factors that caused increases in the ACL from both March 31, 2025 and December 31, 2024, including deterioration in the economic forecasts used to calculate the ACL and higher period-end loan and lease balances. The increase in the ACL from December 31, 2024 was also driven by an increase in specific reserves on individually evaluated commercial and industrial loans. Net losses charged-off as a percent of average portfolio loans and leases were 0.45% and 0.49% for the three months ended June 30, 2025 and 2024, respectively, and 0.45% and 0.44% for the six months ended June 30, 2025 and 2024, respectively. At June 30, 2025, nonperforming portfolio assets as a percent of portfolio loans and leases and OREO increased to 0.72% compared to 0.71% at December 31, 2024. For further discussion on credit quality, refer to the Credit Risk Management subsection of the Risk Management section of MD&A as well as Note 6 of the Notes to Condensed Consolidated Financial Statements.

Current wording

$178 million and a specific allowance of $20 million. The increase in provision expense for the three months ended September 30, 2025 was partially offset by factors that reduced the ACL from June 30, 2025, including improvement in the economic forecast used to calculate the ACL and impacts of changes in loan portfolio mix. The increase in provision expense for the nine months ended September 30, 2025 was partially offset by factors that reduced the ACL from December 31, 2024, including impacts of changes in loan portfolio mix, as the improvement in the economic forecast used in the third quarter was more than offset by deterioration in the forecast used in the first and second quarters of 2025. Net losses charged-off as a percent of average portfolio loans and leases were 1.09% and 0.48% for the three months ended September 30, 2025 and 2024, respectively, and 0.67% and 0.45% for the nine months ended September 30, 2025 and 2024, respectively. At September 30, 2025, nonperforming portfolio assets as a percent of portfolio loans and leases and OREO decreased to 0.65% compared to 0.71% at December 31, 2024. For further discussion on credit quality, refer to the Credit Risk Management subsection of the Risk Management section of MD&A as well as Note 6 of the Notes to Condensed Consolidated Financial Statements.

Previous wording

Noninterest income increased $55 million and $38 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in the prior year. The increase for the three months ended June 30, 2025 was primarily due to increases in wealth and asset management revenue, consumer banking revenue, mortgage banking net revenue, other noninterest income and net securities gains, partially offset by a decrease in commercial banking revenue. The increase for the six months ended June 30, 2025 was primarily due to increases in

Current wording

Noninterest income increased $70 million and $107 million for the three and nine months ended September 30, 2025, respectively, compared to the same periods in the prior year. The increase for the three months ended September 30, 2025 was primarily due to increases in wealth and asset management revenue, mortgage banking net revenue, capital markets fees and other noninterest income, partially offset by a decrease in commercial banking revenue. The increase for the nine months ended September 30, 2025 was primarily due to increases in wealth and asset management revenue, mortgage banking net revenue, consumer banking revenue, commercial payments revenue and other noninterest income, partially offset by decreases in commercial banking revenue, capital markets fees and net securities gains.

Previous wording

•Tier 1 risk-based capital ratio: 11.85%;

Current wording

•Tier 1 risk-based capital ratio: 11.63%;

Previous wording

•Total risk-based capital ratio: 13.77%;

Current wording

•Total risk-based capital ratio: 13.54%;

Previous wording

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 a significant accounting standard issued, but not yet required to be adopted.

Current wording

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.

Previous wording

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, 2024. There have been no material changes to the valuation techniques or models during the six months ended June 30, 2025.

Current wording

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, 2024. There have been no material changes to the valuation techniques or models during the nine months ended September 30, 2025.

Previous wording

Tables 5 and 6 present the components of net interest income, net interest margin and net interest rate spread for the three and six months ended June 30, 2025 and 2024, 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.

Current wording

Tables 5 and 6 present the components of net interest income, net interest margin and net interest rate spread for the three and nine months ended September 30, 2025 and 2024, 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.

Previous wording

Net interest income on an FTE basis (non-GAAP) was $1.5 billion and $2.9 billion for the three and six months ended June 30, 2025, respectively, increasing $107 million and $159 million compared to the same periods in the prior year. Net interest income for the three and six months ended June 30, 2025 was positively impacted by lower rates paid on average interest-bearing liabilities, higher average balances of loans and leases and increases in yields on average consumer loans and leases. These positive impacts were partially offset by decreases in the average balances of and yields on other short-term investments as well as lower yields on average commercial loans and leases.

Current wording

Net interest income on an FTE basis (non-GAAP) was $1.5 billion and $4.5 billion for the three and nine months ended September 30, 2025, respectively, increasing $98 million and $258 million compared to the same periods in the prior year. Net interest income for the three and nine months ended September 30, 2025 was positively impacted by lower short-term market rates and decreases in the average balances of interest-bearing liabilities, higher average balances of loans and leases and increases in yields on average consumer loans and leases. These positive impacts were partially offset by decreases in the average balances of and lower yields on other short-term investments as well as lower yields on average commercial loans and leases driven by lower short-term market rates.

Previous wording

Net interest rate spread on an FTE basis (non-GAAP) was 2.40% and 2.36% for the three and six months ended June 30, 2025, respectively, compared to 2.04% for the same periods in the prior year. Rates paid on average interest-bearing liabilities decreased 61 bps and 58 bps, partially offset by decreases in yields on average interest-earning assets of 25 bps and 26 bps for the three and six months ended June 30, 2025, respectively, compared to the same periods in the prior year.

Current wording

Net interest rate spread on an FTE basis (non-GAAP) was 2.41% and 2.38% for the three and nine months ended September 30, 2025, respectively, compared to 2.05% for both the three and nine months ended September 30, 2024. Changes in market rates resulted in a decrease on rates paid on average interest-bearing liabilities of 61 bps and 59 bps, partially offset by decreases in yields on average interest-earning assets of 25 bps and 26 bps for the three and nine months ended September 30, 2025, respectively, compared to the same periods in the prior year.

Previous wording

Net interest margin on an FTE basis (non-GAAP) was 3.12% and 3.08% for the three and six months ended June 30, 2025, respectively, compared to 2.88% and 2.87% for the same periods in the prior year. Net interest margin for the three and six months ended June 30, 2025 was positively impacted by the previously mentioned increases in net interest rate spread and decreases in interest-earning assets, which included decreases in average other short-term investments partially offset by increases in average loans and leases. The increase for the three months ended June 30, 2025 also included a $14 million benefit associated with the payoff of a partially charged-off commercial loan previously classified as nonaccrual. Net interest margin results are expected to remain stable or modestly increase over the next several quarters driven by loan growth, fixed-rate asset repricing and continued liability cost management, assuming the FOMC continues its easing cycle. However, net interest margin may be negatively impacted by increased deposit competition or higher levels of cash and other short-term investments.

Current wording

Net interest margin on an FTE basis (non-GAAP) was 3.13% and 3.10% for the three and nine months ended September 30, 2025, respectively, compared to 2.90% and 2.88% for the same periods in the prior year. Net interest margin for the three and nine months ended September 30, 2025 was positively impacted by the previously mentioned increases in net interest rate spread and decreases in average interest-earning assets, which included decreases in average other short-term investments partially offset by increases in average loans and leases.

Previous wording

Interest income on an FTE basis (non-GAAP) from loans and leases increased $9 million during the three months ended June 30, 2025 compared to the same period in the prior year primarily driven by an increase in the average balances of loans and leases and higher yields on average consumer loans due to fixed-rate asset repricing and the previously mentioned benefit from the payoff of a partially charged-off commercial loan previously classified as nonaccrual, partially offset by a decrease in yields on average commercial loans and leases associated with lower market rates. Interest income on an FTE basis (non-GAAP) from loans and leases decreased $36 million during the six months ended June 30, 2025 compared to the same period in the prior year primarily driven by a decrease in yields on average commercial loans and leases associated with lower market rates, partially offset by an increase in the average balances of loans and leases and higher yields on average consumer loans due to fixed-rate asset repricing. For more information on the Bancorp’s loan and lease portfolio, refer to the Loans and Leases subsection of the Balance Sheet Analysis section of MD&A. Interest income on an FTE basis (non-GAAP) from other short-term investments decreased $146 million and $273 million during the three and six months ended June 30, 2025, respectively,

Current wording

Interest income on an FTE basis (non-GAAP) from loans and leases decreased $2 million and $39 million during the three and nine months ended September 30, 2025, respectively, compared to the same periods in the prior year primarily driven by decreases in yields on average commercial loans and leases associated with lower market rates, partially offset by increases in the average balances of loans and leases and higher yields on average consumer loans due to fixed-rate asset repricing. For more information on the Bancorp’s loan and lease portfolio, refer to the Loans and Leases subsection of the Balance Sheet Analysis section of MD&A. Interest income on an FTE basis (non-GAAP) from other short-term investments decreased $132 million and $406 million during the three and nine months ended September 30, 2025, respectively, compared to the three and nine months ended September 30, 2024 primarily due to decreases in the average balances of other short-term investments coupled with lower yields on those balances associated with lower market rates.

Previous wording

Interest expense on average core deposits decreased $187 million and $351 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in the prior year primarily due to decreases in the cost of average interest-bearing core deposits to 236 bps and 237 bps for the three and six months ended June 30, 2025, respectively, from 295 bps and 293 bps for the three and six months ended June 30, 2024, respectively. Refer to the Deposits subsection of the Balance Sheet Analysis section of MD&A for additional information on the Bancorp’s deposits.

Current wording

Interest expense on average core deposits decreased $197 million and $548 million for the three and nine months ended September 30, 2025, respectively, compared to the same periods in the prior year primarily due to decreases in the cost of average interest-bearing core deposits to 238 bps for both the three and nine months ended September 30, 2025 from 297 bps and 295 bps for the three and nine months ended

Previous wording

Interest expense on average wholesale funding decreased $57 million and $121 million for the three and six months ended June 30, 2025, respectively, compared to the three and six months ended June 30, 2024 primarily due to decreases in rates paid on average wholesale funding and decreases in the average balances of CDs over $250,000, partially offset by increases in the average balances of FHLB advances. Refer to the Borrowings subsection of the Balance Sheet Analysis section of MD&A for additional information on the Bancorp’s borrowings. During both the three and six months ended June 30, 2025, average wholesale funding represented 16% of average interest-bearing liabilities compared to 17% for both the three and six months ended June 30, 2024. 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.

Current wording

Interest expense on average wholesale funding decreased $52 million and $175 million for the three and nine months ended September 30, 2025, respectively, compared to the three and nine months ended September 30, 2024 primarily due to decreases in the rates paid on average wholesale funding and decreases in the average balances of CDs over $250,000 and long-term debt, partially offset by increases in the average balances of FHLB advances. Refer to the Borrowings subsection of the Balance Sheet Analysis section of MD&A for additional information on the Bancorp’s borrowings. During both the three and nine months ended September 30, 2025, average wholesale funding represented 15% of average interest-bearing liabilities compared to 16% for both the three and nine months ended September 30, 2024. 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.

Previous wording

(b)The FTE adjustments included in the above table were $10 and $12 for the six months ended June 30, 2025 and 2024, respectively.

Current wording

(b)The FTE adjustments included in the above table were $15 and $18 for the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

The ALLL increased $60 million from December 31, 2024 to $2.4 billion at June 30, 2025. At June 30, 2025, the ALLL as a percent of portfolio loans and leases increased to 1.97%, compared to 1.96% at December 31, 2024. The reserve for unfunded commitments increased $12 million from December 31, 2024 to $146 million at June 30, 2025. At June 30, 2025, the ACL as a percent of portfolio loans and leases increased to 2.09%, compared to 2.08% at December 31, 2024.

Current wording

The ALLL decreased $87 million from December 31, 2024 to $2.3 billion at September 30, 2025. At September 30, 2025, the ALLL as a percent of portfolio loans and leases decreased to 1.84%, compared to 1.96% at December 31, 2024. The reserve for unfunded commitments increased $17 million from December 31, 2024 to $151 million at September 30, 2025. At September 30, 2025, the ACL as a percent of portfolio loans and leases decreased to 1.96%, compared to 2.08% at December 31, 2024.

Previous wording

Wealth and asset management revenue increased $7 million and $18 million for the three and six months ended June 30, 2025, respectively, compared to the three and six months ended June 30, 2024 primarily driven by increases in personal asset management revenue and brokerage income. The Bancorp’s trust and registered investment advisory businesses had approximately $657 billion and $631 billion in total assets under care as of June 30, 2025 and 2024, respectively, and managed $73 billion and $65 billion in assets for individuals, corporations and not-for-profit organizations as of June 30, 2025 and 2024, respectively.

Current wording

Wealth and asset management revenue increased $18 million and $36 million for the three and nine months ended September 30, 2025, respectively, compared to the three and nine months ended September 30, 2024 primarily driven by increases in personal asset management revenue and brokerage income. The Bancorp’s trust and registered investment advisory businesses had approximately $681 billion and $635 billion in total assets under care as of September 30, 2025 and 2024, respectively, and managed $77 billion and $69 billion in assets for individuals, corporations and not-for-profit organizations as of September 30, 2025 and 2024, respectively.

Previous wording

Commercial payments revenue increased $7 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 primarily driven by an increase in treasury management fees due to higher average revenue per existing customer, which included the benefit of cross sales to existing customers, and new client acquisition partially offset by a decrease in credit card interchange due to decreased customer spend.

Current wording

Commercial payments revenue increased $9 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 primarily driven by increases in treasury management fees due to higher average revenue per existing customer, which included the benefit of cross sales to existing customers, and new client acquisition partially offset by a decrease in credit card interchange due to decreased customer spend.

Previous wording

Consumer banking revenue increased $8 million and $9 million for the three and six months ended June 30, 2025, respectively, compared to the three and six months ended June 30, 2024 primarily driven by increases in deposit fees due to increased overdraft occurrences and debit card interchange due to increased transaction volumes.

Current wording

Consumer banking revenue increased $10 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 primarily driven by an increase in deposit fees due to increased overdraft occurrences.

Previous wording

Capital markets fees decreased $11 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 primarily driven by decreases in merger and acquisition fees and revenue from commercial customer foreign exchange derivatives.

Current wording

Capital markets fees increased $4 million and decreased $7 million for the three and nine months ended September 30, 2025, respectively, compared to the three and nine months ended September 30, 2024. The increase for the three months ended September 30, 2025 was primarily driven by increases in loan syndication revenue and merger and acquisition fees, partially offset by a decrease in corporate bond fees. The decrease for the nine months ended September 30, 2025 was primarily driven by decreases in corporate bond fees, merger and acquisition fees and revenue from commercial customer foreign exchange derivatives, partially offset by an increase in loan syndication revenue.

Previous wording

Commercial banking revenue decreased $11 million and $14 million for the three and six months ended June 30, 2025, respectively, compared to the three and six months ended June 30, 2024 primarily driven by decreases in operating lease income and business lending fees.

Current wording

Commercial banking revenue decreased $6 million and $20 million for the three and nine months ended September 30, 2025, respectively, compared to the three and nine months ended September 30, 2024 primarily driven by decreases in operating lease income.

Previous wording

Origination fees and gains on loan sales increased $1 million for both the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024 primarily driven by higher volumes of residential mortgage loan originations. Residential mortgage loan originations increased to $2.0 billion and $3.4 billion for the three and six months ended June 30, 2025, respectively, from $1.6 billion and $2.7 billion for the three and six months ended June 30, 2024, respectively, primarily due to increases in the average loan size originated and increases in correspondent channel volume.

Current wording

Origination fees and gains on loan sales increased $4 million and $6 million for the three and nine months ended September 30, 2025, respectively, compared to the three and nine months ended September 30, 2024 primarily driven by higher volumes of saleable rate lock mortgage loan originations. Residential mortgage loan originations were $1.9 billion for both the three months ended September 30, 2025 and 2024. Residential mortgage loan originations increased to $5.3 billion from $4.6 billion for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 primarily due to an increase in the average loan size originated and an increase in correspondent channel volume.

Previous wording

Net mortgage servicing revenue increased $5 million and $8 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in the prior year as decreases in gross mortgage servicing fees of $5 million and $8 million for the three and six months ended June 30, 2025, respectively, were more than offset by decreases in negative valuation adjustments of $10 million and $16 million on the MSR and MSR related hedges for the three and six months ended June 30, 2025, respectively. The valuation adjustments on the MSR portfolio included decreases of $8 million and $25 million for the three and six months ended June 30, 2025, respectively, and increases of $10 million and $51 million for the three and six months ended June 30, 2024, respectively, due to changes in market rates and other inputs in the valuation model, including future prepayment speeds and OAS assumptions. The fair value of the MSR portfolio decreased $41 million and $75 million for the three and six months ended June 30, 2025, respectively, and decreased $40 million and $73 million for the three and six months ended June 30, 2024, respectively, as a result of contractual principal payments and actual prepayment activity.

Current wording

Net mortgage servicing revenue increased $4 million and $11 million for the three and nine months ended September 30, 2025, respectively, compared to the same periods in the prior year as decreases in negative valuation adjustments of $8 million and $25 million on the MSR and MSR related hedges for the three and nine months ended September 30, 2025, respectively, were partially offset by decreases in gross mortgage servicing fees of $4 million and $14 million for the three and nine months ended September 30, 2025, respectively. The valuation adjustments on the MSR portfolio included an increase of an immaterial amount and a decrease of $24 million for the three and nine months ended September 30, 2025, respectively, and a decrease of $49 million and an increase of $1 million for the three and nine months ended September 30, 2024, respectively, due to changes in market rates and other inputs in the valuation model, including future prepayment speeds and OAS assumptions. The fair value of the MSR portfolio decreased $40 million and $115 million for the three and nine months ended

Previous wording

Further detail on the valuation of MSRs can be found in Note 8 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 9 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 gains and losses on these securities were immaterial for both the three and six months ended June 30, 2025 and 2024.

Current wording

Further detail on the valuation of MSRs can be found in Note 8 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 9 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 gains and losses on these securities were immaterial for both the three and nine months ended September 30, 2025 and 2024.

Previous wording

The Bancorp’s total residential mortgage loans serviced as of June 30, 2025 and 2024 were $108.0 billion and $113.7 billion, respectively, with $91.2 billion and $97.3 billion, respectively, of residential mortgage loans serviced for others.

Current wording

The Bancorp’s total residential mortgage loans serviced as of September 30, 2025 and 2024 were $106.5 billion and $112.4 billion, respectively, with $89.6 billion and $95.8 billion, respectively, of residential mortgage loans serviced for others.

Previous wording

Other noninterest income increased $37 million and $26 million for the three and six months ended June 30, 2025, respectively, compared to the three and six months ended June 30, 2024 primarily due to decreases in the loss on the swap associated with the sale of Visa, Inc. Class B Shares and increases in equity method investment income.

Current wording

Other noninterest income increased $42 million and $68 million for the three and nine months ended September 30, 2025, respectively, compared to the three and nine months ended September 30, 2024 primarily due to decreases in the loss on the swap associated with the sale of Visa, Inc. Class B Shares and increases in equity method investment income.

Previous wording

Net securities gains were $16 million and $7 million for the three and six months ended June 30, 2025, respectively, compared to $3 million and $13 million for the three and six months ended June 30, 2024, respectively. For more information, refer to Note 4 of the Notes to Condensed Consolidated Financial Statements.

Current wording

Net securities gains were $10 million and $17 million for the three and nine months ended September 30, 2025, respectively, compared to $10 million and $23 million for the three and nine months ended September 30, 2024, respectively. For more information, refer to Note 4 of the Notes to Condensed Consolidated Financial Statements.

Previous wording

Compensation and benefits expense increased $42 million and $38 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in the prior year primarily driven by increases in performance-based compensation, base compensation and severance expense. The increase for the three months ended June 30, 2025 also included an increase in non-qualified deferred compensation expense. Full-time equivalent employees totaled 18,690 at June 30, 2025 compared to 18,607 at June 30, 2024.

Current wording

Compensation and benefits expense increased $33 million for the nine months ended September 30, 2025 compared to the same period in the prior year primarily driven by increases in base compensation and performance-based compensation, partially offset by a decrease in employee benefits expense. Full-time equivalent employees totaled 18,476 at September 30, 2025 compared to 18,579 at September 30, 2024.

Previous wording

Technology and communications expense increased $12 million and $19 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in the prior year primarily driven by increased investments in strategic initiatives and technology modernization.

Current wording

Technology and communications expense increased $7 million and $27 million for the three and nine months ended September 30, 2025, respectively, compared to the same periods in the prior year primarily driven by increased investments in strategic initiatives and technology modernization.

Previous wording

Marketing expense increased $9 million and $5 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in the prior year primarily due to increased spend on customer acquisition activities.

Current wording

Marketing expense increased $8 million and $13 million for the three and nine months ended September 30, 2025, respectively, compared to the same periods in the prior year primarily due to increased spend on customer acquisition activities.

Previous wording

Other noninterest expense decreased $27 million and $69 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in the prior year primarily driven by decreases in FDIC insurance and other taxes, losses and adjustments and leasing business expense.

Current wording

Other noninterest expense decreased $6 million and $77 million for the three and nine months ended September 30, 2025, respectively, compared to the same periods in the prior year primarily driven by decreases in FDIC insurance and other taxes. The decrease for the nine months ended September 30, 2025 also included decreases in losses and adjustments and leasing business expense.

Showing the first 40 of 141 pairs. Open the source sections for the rest.

Rearranged current paragraphs (7)

Current report — wording carried from elsewhere

Refer to Note 12 of the Notes to Condensed Consolidated Financial Statements for more information.

Current report — wording carried from elsewhere

Refer to Note 11 of the Notes to Condensed Consolidated Financial Statements for more information.

Current report — wording carried from elsewhere

September 30, 2024, respectively. Refer to the Deposits subsection of the Balance Sheet Analysis section of MD&A for additional information on the Bancorp’s deposits.

Current report — wording carried from elsewhere

September 30, 2025, respectively, and decreased $41 million and $113 million for the three and nine months ended September 30, 2024, respectively, as a result of contractual principal payments and actual prepayment activity.

Current report — wording carried from elsewhere

FDIC insurance and other taxes decreased $7 million and $49 million for the three and nine months ended September 30, 2025, respectively, compared to the same periods in the prior year primarily due to the impact of the Bancorp’s quarterly updated estimate of its allocated share of the FDIC’s special assessment.

Current report — wording carried from elsewhere

CDs over $250,000 decreased $383 million, or 16%, from December 31, 2024 primarily due to maturities of retail brokered CDs.

Current report — wording carried from elsewhere

MD&A for additional information on the fluctuations in commercial banking revenue, capital markets fees and commercial payments revenue.
Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

Credit ratings are summarized in Table 58. The ratings reflect the view of each rating agency on the capacity of the Bancorp and the Bank to meet financial commitments.*