FIFTH THIRD BANCORP

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.

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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.

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

(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.

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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.