FIFTH THIRD BANCORP

3. Restrictions on Dividends and Capital Actions

Restrictions on Cash Dividends

The principal source of income and funds for the Bancorp (parent company) are dividends from its subsidiaries. The dividends paid by the Bancorp’s banking subsidiary are subject to regulations and limitations prescribed by state and federal supervisory agencies. The Bancorp’s nonbank subsidiaries are also limited by certain federal and state statutory provisions and regulations covering the amount of dividends that may be paid in any given year. The Bancorp’s indirect banking and nonbanking subsidiaries paid the Bancorp’s direct nonbank subsidiary holding company, which in turn paid the Bancorp, $2.2 billion and $1.8 billion in dividends during the years ended December 31, 2025 and 2024, respectively.

Capital Actions

The Bancorp is subject to restrictions on its capital actions, primarily as a result of supervisory policies set by the FRB. The Bancorp is required to develop and maintain a capital plan that governs its capacity to pay dividends and execute share repurchases and this plan is required to be submitted to the FRB periodically. As part of its capital plan, the Bancorp increased its quarterly common stock dividend to $0.40 per share in the third quarter of 2025. Additionally, the Bancorp entered into and settled accelerated share repurchase transactions during the year ended December 31, 2025. For more information related to these transactions, refer to Note 24.

125 Fifth Third Bancorp