FIFTH THIRD BANCORP

Refer to Note 16 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 for information regarding legal proceedings

On November 21, 2025, a putative class action complaint captioned HoldCo Opportunities Fund V, L.P. v. Angulo, et al., C.A. No. 2025-1360-MTZ (Del. Ch.) was filed in the Court of Chancery of the State of Delaware (the “Court”) against Comerica Incorporated, members of its Board, and Fifth Third Bancorp (the “Action”). The complaint alleged, among other things, that the registration statement issued in connection with the proposed merger between Comerica and Fifth Third (the “Merger”) was materially misleading in certain respects (the “Disclosure Issues”).

On December 18, 2025, Comerica filed a Form 8-K with the SEC making supplemental disclosures in response to the Disclosure Issues (the “Supplemental Disclosures”). The parties agreed that the Supplemental Disclosures mooted the Disclosure Issues, and thereafter filed a Stipulation and Proposed Order dismissing the Action with prejudice as to the plaintiff in the Action only. Without admitting any fault or wrongdoing, Fifth Third agreed to pay a mootness fee to plaintiff’s counsel in the amount of $750,000.00 (the “Mootness Fee”) in connection with the Supplemental Disclosures. Fifth Third and the other defendants in the Action explicitly deny any fault or wrongdoing in connection with the allegations and legal claims in the Action. Fifth Third has agreed to the Mootness Fee solely to avoid any further litigation and expense in connection with any request for attorney’s fees.

On July 1, 2026, the Court entered a proposed order dismissing the Action as moot, subject to Fifth Third filing an affidavit with the Court confirming compliance with the requirement to disclose the payment of the Mootness Fee. In entering the order, the Court did not review, and did not pass judgment, on the payment of these attorneys’ fees and expenses.