NASDAQ: FITBP

Additional information regarding the Bancorp’s businesses is included in Item 7 of this Annual Report.

Competition

The Bancorp, primarily through the Bank, competes for deposits, loans and other banking services in its principal geographic markets as well as in selected national markets as opportunities arise. In addition to banking institutions, the Bancorp competes with securities dealers, brokers, mortgage bankers, investment advisors, specialty finance, private credit, financial technology and insurance companies. These companies compete across geographic boundaries and provide customers with meaningful alternatives to traditional banking services in nearly all significant products. The increasingly competitive environment is primarily a result of changes in regulation, changes in technology, product delivery systems and the accelerating pace of consolidation among financial service providers. These competitive trends are likely to continue.

Human Capital Resources

The Bancorp’s human capital strategy is designed to attract, develop and retain talent. This strategy ensures that Fifth Third has the talent, capabilities and organizational structure to support business needs now and in the future. As of December 31, 2025, the Bancorp had 18,676 full-time equivalent employees, compared to 18,616 as of December 31, 2024. These employees support the organization’s ambition and purpose by upholding its values by committing to excellence, being connected and acting with creativity and courage. Fifth Third is committed to living its values, serving its customers, delivering financial performance and being recognized as a leader in building an engaging workplace.

Engagement and Development

Fifth Third believes that an engaged workforce is one of its most valuable assets in sustaining its success. The Bancorp’s continuous listening strategy is an important component of its inclusive culture and offers a holistic approach to collecting, measuring and responding to employee feedback through a variety of methods in order to enhance the employee experience at critical points along the employee lifecycle. At the foundation of the Bancorp’s listening strategy is the Employee Viewpoints Survey, which includes questions related to engagement, inclusion, well-being, employee expectations and their intent to stay.

The Bancorp’s learning, development and career mobility strategy delivers personalized and accessible experiences that fuel career growth and help retain talent. In response to employee feedback, Fifth Third continued its focus on career mobility with enhanced tools to support internal career pathing. This includes a robust suite of learning resources covering several areas, including leadership and professional development to foster learning and career advancement across the employee population. In 2025, employees engaged in over 550,000 hours of discretionary learning.

In 2025, Fifth Third launched a comprehensive platform designed to deliver leadership development content and experiences for leaders at all levels. Several new development offerings were launched, including generative Artificial Intelligence (“AI”) training, coaching skills for managers and targeted programs to strengthen professional and leadership capabilities across the organization. Fifth Third leaders participated

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in more than 3,200 distinct development experiences. The Bancorp’s commitment to compliance and risk management remains strong, with employees and contingent workers completing over 450,000 course hours on these critical topics during 2025.

Total Rewards – Compensation and Benefits

The Bancorp understands the importance of rewarding employees for their talents and commitment to excellence. To reflect that, employees’ Total Rewards package includes both competitive compensation as well as a complete benefits offering that supports employees through the stages of their careers and lives.

The Bancorp is committed to providing competitive compensation programs that attract and retain top talent, while driving the business strategy and effectively managing risk. Fifth Third’s compensation programs are designed to reward performance and align with regulatory expectations while reflecting the Bancorp’s values and behavioral standards. The Bancorp’s compensation philosophy is centered on creating long-term shareholder value.

Fifth Third is committed to the holistic well-being of its employees. The benefits program is designed to address the personal and professional needs of employees and their families. In addition to traditional benefits offerings, the Bancorp provides comprehensive support with unique programs focused on the financial, physical, emotional and social well-being of employees.

Recruitment and Retention

The Bancorp continues to navigate the evolving talent landscape by monitoring the external environment and adapting talent strategies to align with business goals. The Bancorp’s focus on delivering its employee value proposition demonstrates a continued commitment to employees which includes developing great leaders and elevating the employee experience. Full year turnover was 16.4% in 2025 compared to 16.2% in 2024.

The Bancorp’s recruitment strategies enhance the organization by enabling business success. To attract the most talented employees, the Bancorp continues to deepen relationships with universities and partner organizations to ensure a strong pipeline for talent. Creating and developing a strong workforce is important for the Bancorp’s business growth, leading to enhanced innovation while focusing on the needs of its customers.

Regulation and Supervision

The Bancorp and the Bank are subject to extensive regulation and supervision by bank regulatory agencies under federal and state law, the principal objectives of which are the safety and soundness of financial institutions, the maintenance of the DIF and the protection of consumers and the U.S. banking and financial system, rather than the protection of holders of the Bancorp’s securities. To the extent the following material describes statutory or regulatory provisions, it is qualified in its entirety by reference to the particular statute or regulation.

Regulators

The Bancorp and/or the Bank are subject to regulation and supervision primarily by the FRB, the Office of the Comptroller of the Currency (the “OCC”), the FDIC, the Consumer Financial Protection Bureau (the “CFPB”) and additionally by certain federal, state and international regulators and self-regulatory organizations. The Bancorp is also subject to regulation by the SEC by virtue of its status as a public company and due to the nature of some of its businesses. The Bancorp and the Bank are required to file various reports with and are subject to examination by various regulators, including the FRB, the OCC, the CFPB and the FDIC.

Federal and state laws and regulations define the Bancorp’s and the Bank’s permissible activities and requirements governing risk management practices, among other matters.

Violations of laws and regulations, or other unsafe and unsound practices, may result in regulatory agencies imposing fines or penalties, cease and desist orders, or taking other enforcement actions. Under certain circumstances, these agencies may enforce these remedies directly against officers, directors, employees and other parties participating in the affairs of the Bancorp or the Bank. Applicable state and federal laws also grant regulators the authority to impose additional requirements and restrictions on the activities of the Bancorp and the Bank and, in some situations, the imposition of such additional requirements and restrictions will not be publicly available information.

The following discussion describes certain elements of the comprehensive regulatory framework applicable to the Bancorp, the Bank and its other subsidiaries and is not intended to describe all applicable laws and regulations.

Acquisitions

The BHCA requires prior approval of the FRB for a BHC to acquire substantially all the assets of a bank or to acquire direct or indirect ownership or control of more than 5% of any class of the voting shares of any bank, BHC or savings association, or to merge or consolidate with any BHC.

The BHCA generally prohibits a BHC from engaging in, or acquiring a direct or indirect interest in or control of more than 5% of any class of the voting shares of a company that is not a bank or a BHC that engages directly or indirectly in activities other than those of banking, managing or controlling banks or furnishing services to its banking subsidiaries, except that it may engage in and may own shares of

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companies engaged in certain activities the FRB has determined to be so closely related to banking or managing or controlling banks as to be proper incident thereto.

Financial Holding Companies

The Bancorp is registered as a BHC with the FRB under the BHCA and qualifies for and has elected to become an FHC. As an FHC, the Bancorp is permitted to engage directly or indirectly in a broader range of activities than those permitted for a BHC under the BHCA. Permitted activities for an FHC include activities that are determined to be financial in nature, as well as those incidental or, if determined by the FRB, complementary to financial activities. A BHC may elect to become an FHC if the BHC is well-capitalized and is well managed and each of its banking subsidiaries is well-capitalized, is well managed and has at least a Satisfactory rating under the Community Reinvestment Act (“CRA”). Failure to meet such requirements could result in material restrictions on the activities of the FHC and may also adversely affect the FHC’s ability to engage in mergers and acquisitions, as well as loss of FHC status.

Enhanced Prudential Standards, Tailored Capital and Liquidity Requirements

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) and legislation modifying Dodd-Frank, the Economic Growth, Regulatory Relief and Consumer Protection Act of 2018, the regulators adopted rules that apply certain enhanced prudential standards (“EPS”) and enhanced capital and liquidity requirements to BHCs and banks, such as the Bancorp and the Bank, with $100 billion or more in total consolidated assets (the “Tailoring Rules”). The Tailoring Rules establish four risk-based categories of institutions, and the extent to which EPS and certain other capital and liquidity requirements apply depends on the banking organization’s category. Under the Tailoring Rules, the Bancorp and the Bank each qualify as a Category IV banking organization subject to the least restrictive of the requirements applicable to firms with $100 billion or more in total consolidated assets. Requirements for a Category IV institution include: risk management and risk committee requirements; specified liquidity risk management, stress testing, buffer and reporting requirements; a biennial supervisory stress test in even years with public disclosures; eligibility for standardized approach capital requirements; application of a stress capital buffer updated biennially; non-application of the countercyclical capital buffer or supplementary leverage ratio applicable to larger institutions; and calibrated liquidity coverage ratio and net stable funding ratio requirements. For institutions with $250 billion or more in total consolidated assets, known as Category III institutions, more stringent additional requirements apply, including: prescribed liquidity risk limits, enhanced collateral monitoring frequency and intraday liquidity risk monitoring; more frequent liquidity stress tests and reporting; annual supervisory stress tests with public disclosure; biennial company-run stress tests with public disclosure plus annual internal stress tests; application of single counterparty credit limits; potential application of a countercyclical capital buffer; a supplementary leverage ratio; and enhanced liquidity coverage ratio and net stable funding ratio requirements. After the acquisition of Comerica Incorporated, the Bancorp and the Bank expect to become Category III institutions by the end of 2026 and do not expect any material financial impacts associated with this transition. Additionally, after the acquisition, the Bancorp and the Bank expect to meet or exceed all risk-based capital and leverage ratio requirements under the capital adequacy rules (see Regulatory Capital Requirements below).

Dividends

The Bancorp is a legal entity separate and distinct from its subsidiaries and depends primarily upon dividends received from its direct and indirect subsidiaries, including the Bank, to fund its activities, including debt service and capital distributions, such as dividends or share repurchases. Federal law limits the extent to which the Bank can declare and pay dividends to the Bancorp, including pursuant to regulatory capital requirements, general regulatory oversight to prevent unsafe or unsound practices, and requirements concerning the payment of dividends out of net profits, surplus and available earnings. Certain contractual restrictions also may limit the ability of the Bank to pay dividends to the Bancorp. No assurances can be given that the Bank will pay dividends to the Bancorp.

The Bancorp’s ability to declare and pay dividends is similarly limited by federal banking law and FRB regulations and policy. The FRB has authority to prohibit BHCs from making capital distributions if they would be deemed to be an unsafe or unsound practice. The FRB has indicated generally that it may be an unsafe or unsound practice for BHCs to pay dividends unless a BHC’s net income is sufficient to fund the dividends and the expected rate of earnings retention is consistent with the organization’s capital needs, asset quality and overall financial condition. In addition, the Bancorp’s ability to make capital distributions, including paying dividends and repurchasing shares, is subject to the Bancorp complying with the automatic restrictions on capital distributions under the FRB’s capital adequacy rules (see Regulatory Capital Requirements below).

Source of Strength

A BHC, including the Bancorp, is expected to act as a source of financial and managerial strength to each of its banking subsidiaries and to commit resources to their support. This support may be required at times when the BHC may not have the resources to provide it or when doing so is not otherwise in the interests of the Bancorp or its shareholders or creditors. Regulators may require a BHC to make capital injections into a troubled subsidiary bank and may charge the BHC with engaging in unsafe and unsound practices if the BHC fails to commit resources to such a subsidiary bank or if it undertakes actions that the FRB believes might jeopardize the BHC’s ability to commit resources to such subsidiary bank.

Loans by the Bancorp to the Bank would be subordinate in right of payment to deposits and certain other debts of the Bank. In the event of the Bancorp’s bankruptcy, any commitment by the Bancorp to a federal bank regulatory agency to maintain the capital of the Bank would be assumed by the bankruptcy trustee and entitled to a priority of payment.

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FDIC Assessments

The DIF provides insurance coverage for certain deposits, up to a standard maximum deposit insurance amount of $250,000 per depositor per account ownership category per bank and is funded through assessments on insured depository institutions, based on the risk each institution poses to the DIF. The Bank accepts customer deposits that are insured by the DIF and, therefore, must pay insurance premiums.

In response to the bank failures that occurred in the first half of 2023, the FDIC issued a final rule for a special deposit insurance assessment on banking organizations with greater than $5 billion in assets to recover the losses to the DIF associated with protecting uninsured depositors. The estimate of the cost associated with protecting the uninsured depositors will continue to be subject to periodic adjustment until the final loss amount is determined by the FDIC. The Bancorp expects to remit the final quarterly payment of the special assessment at the end of the first quarter of 2026 and believes the related expense has been fully recognized as of December 31, 2025.

Transactions with Affiliates

Federal banking laws restrict transactions between the Bank and its affiliates, including the Bancorp. Restrictions include limits on extensions of credit to affiliates, investments in the securities of affiliates, purchases of assets from affiliates and certain other transactions with affiliates. Credit transactions with affiliates must be collateralized and transactions with affiliates must be on market terms or better for the Bank. Generally, covered transactions with any affiliate are limited to 10% of the Bank’s capital stock and surplus and covered transactions with all affiliates are limited to 20% of the Bank’s capital stock and surplus. These laws also apply to the credit exposure arising under derivative transactions, repurchase and reverse repurchase agreements, and securities borrowing and lending transactions. Federal banking laws also place restrictions on extensions of credit by the Bank to its directors, executive officers and principal shareholders.

Community Reinvestment Act

The CRA generally requires insured depository institutions, including the Bank, to make loans and investments and provide services that meet the credit needs of communities they serve. The Bank is evaluated periodically by the OCC with respect to CRA obligations and must maintain comprehensive records of its CRA activities for purposes of these examinations to permit the OCC to evaluate its record of performance in meeting the credit needs of the entire community served, including low-and moderate-income neighborhoods. The OCC rates each institution’s compliance with the CRA as Outstanding, Satisfactory, Needs to Improve or Substantial Noncompliance. The Bank’s most recent CRA performance rating was Outstanding.

The CRA requires the relevant federal bank regulatory agency to consider a bank’s CRA assessment when considering an application to conduct certain transactions or to open or relocate a branch office. An unsatisfactory CRA record could substantially delay or result in the denial of an approval or application by the Bancorp or the Bank.

Regulatory Capital Requirements

The Bancorp and the Bank are subject to risk-based capital and leverage ratio requirements under the capital adequacy rules (the “Capital Rules”) adopted by the FRB for the Bancorp and by the OCC for the Bank. These requirements are minimums, and the FRB and OCC may determine that a banking organization, based on its size, complexity, or risk profile, must maintain a higher level of capital to operate in a safe and sound manner. Failure to be well-capitalized or to meet minimum capital requirements could result in certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have an adverse material effect on the Bancorp’s operations or financial condition. Such failure could also result in restrictions on the Bancorp’s or the Bank’s ability to pay dividends or otherwise distribute capital or to receive regulatory approval of applications. Under the Capital Rules, certain on- and off-balance sheet exposures of the Bancorp and the Bank are subject to risk weights used to determine risk-weighted assets. These risk-weighted assets are used to calculate the following minimum capital ratios for the Bancorp and the Bank:

•Common Equity Tier 1 (“CET1”) risk-based capital ratio, equal to the ratio of CET1 capital to risk-weighted assets. CET1 capital primarily includes common shareholders’ equity subject to certain regulatory adjustments and deductions, including with respect to goodwill, intangible assets, certain deferred tax assets and accumulated other comprehensive income (“AOCI”). The Bancorp has elected to exclude certain AOCI components, with the result that those components are not recognized in the Bancorp’s CET1 capital.

•Tier 1 risk-based capital ratio, equal to the ratio of Tier 1 capital to risk-weighted assets. Tier 1 capital is primarily comprised of CET1 capital, noncumulative perpetual preferred stock and certain other qualifying capital instruments.

•Total risk-based capital ratio, equal to the ratio of total capital, including CET1 capital, Tier 1 capital and Tier 2 capital, to risk-weighted assets. Tier 2 capital primarily includes qualifying subordinated debt and qualifying allowance for credit losses (“ACL”) up to a maximum of 1.25% of risk-weighted assets.

•Leverage ratio, equal to the ratio of Tier 1 capital to quarterly average assets (net of goodwill or any other assets that the U.S. banking agencies determine should be deducted from Tier 1 capital.

Under the Capital Rules, an institution’s eligible retained income, when considered in conjunction with capital ratios and the stress capital buffer, provides limitations on capital distributions (including dividends and share repurchases) and certain executive compensation arrangements for the quarter following the calculation. As of December 31, 2025, these limitations did not have an impact on the Bancorp’s executive compensation arrangements or ability to make capital distributions.

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Additionally, the Federal Deposit Insurance Corporation Improvement Act of 1991 (the “FDICIA”), among other things, requires the federal bank regulatory agencies to take prompt corrective action regarding depository institutions that do not meet minimum capital requirements. The FDICIA establishes five regulatory capital tiers: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. A depository institution’s capital tier depends upon how its capital levels compare to various relevant capital measures and certain other factors, as established by regulation. The FDICIA generally prohibits a depository institution from making any capital distribution (including payment of a dividend) or paying any management fee to its holding company if the depository institution would thereafter be undercapitalized. The FDICIA imposes progressively more restrictive restraints on operations, management and capital distributions depending on the category in which an institution is classified. Undercapitalized depository institutions are subject to various restrictions on borrowing from the Federal Reserve System, among other limitations.

For purposes of the FRB’s Regulation Y, including determining whether a BHC meets the requirements to be an FHC, BHCs, such as the Bancorp, must maintain a Tier 1 Risk-Based Capital Ratio of 6.0% or greater and a Total Risk-Based Capital Ratio of 10.0% or greater. If the FRB were to apply the same or a very similar well-capitalized standard to BHCs as that applicable to the Bank, the Bancorp’s capital ratios as of December 31, 2025 would exceed such revised well-capitalized standard. The FRB may require BHCs, including the Bancorp, to maintain capital ratios substantially in excess of mandated minimum levels, depending upon general economic conditions and a BHC’s particular condition, risk profile and growth plans. For more information related to regulatory capital requirements and the Bancorp’s and the Bank’s capital ratios, refer to Note 29 of the Notes to Consolidated Financial Statements.

Capital Planning and Stress Testing

The FRB’s capital plan rule requires BHCs with $100 billion or more in consolidated assets, including the Bancorp, to develop and maintain a capital plan approved by the Board of Directors on an annual basis. The mandatory elements of the capital plan are an assessment of the expected uses and sources of capital over a nine-quarter planning horizon, a description of all planned capital actions over the planning horizon, a discussion of any expected changes to the BHC’s business plan that are likely to have a material impact on its capital adequacy or liquidity, a detailed description of the BHC’s process for assessing capital adequacy and the BHC’s capital policy.

The FRB annually evaluates capital adequacy, internal capital adequacy assessment processes and capital distribution plans of BHCs with $100 billion or more in total consolidated assets. The evaluation process is intended to help ensure that those BHCs have robust, forward-looking capital planning processes that account for each company’s unique risks and that permit continued operations during times of economic and financial stress.

Category IV BHCs, including the Bancorp, are subject to the FRB supervisory stress test process every two years, with the next required assessment in 2026. The Bancorp’s most recent required assessment was completed in 2024. These supervisory stress tests are forward-looking quantitative evaluations of the impact of stressful economic and financial market conditions on capital and are used to calibrate the Bancorp’s stress capital buffer requirement.

Stress Buffer Requirements

The Bancorp is subject to the stress capital buffer requirement and must maintain capital ratios above the sum of its minimum risk-based capital ratios and the stress capital buffer to avoid certain limitations on capital distributions and discretionary bonuses to executive officers. The FRB uses the supervisory stress test to determine the Bancorp’s stress capital buffer, subject to a floor of 2.5%. The Bancorp’s stress capital buffer under the FRB severely adverse scenario was 3.2% as of both December 31, 2025 and 2024. The Bancorp’s capital ratios have exceeded the stress capital buffer requirement for all periods presented. For more information related to the stress capital buffer, refer to Note 29 of the Notes to Consolidated Financial Statements.

Heightened Governance and Risk Management Standards

The OCC has published guidelines documenting expectations for the governance and risk management practices of certain large financial institutions, including the Bank. The guidelines require covered institutions to establish and adhere to a written governance framework to manage and control their risk-taking activities. In addition, the guidelines provide standards for the institutions’ boards of directors to oversee the risk governance framework. The Bank currently has a written governance framework and associated controls. On December 23, 2025, the OCC proposed to increase the threshold for application of these guidelines to apply only to national banks with average total consolidated assets of $700 billion.

Privacy and Data Security

Regulators have adopted guidelines for safeguarding confidential personal customer information. The guidelines require financial institutions to create, implement and maintain a comprehensive written information security program designed to ensure the security and confidentiality of customer information. In addition, various regulators have increased their focus on cybersecurity through guidance, examinations and regulations. The Bancorp has adopted an information security program that has been approved by the Bancorp’s Board of Directors. For more information related to cybersecurity, refer to Item 1C of this Annual Report.

The GLBA requires financial institutions to implement policies and procedures regarding the disclosure of nonpublic personal information about consumers. In general, the statute requires explanations to consumers on policies and procedures regarding the disclosure of such

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nonpublic personal information and, except as otherwise required by law, prohibits disclosing such information except as provided in the banking subsidiary’s policies and procedures. The Bank has implemented a privacy policy.

States are also increasingly proposing or enacting legislation that relates to data privacy and data protection such as the California Consumer Privacy Act. The Bancorp continues to assess the requirements of such laws and proposed legislation and their applicability. The Fair Credit Reporting Act also regulates reporting information to credit bureaus, prescreening individuals for credit offers, sharing of information between affiliates and using affiliate data for marketing purposes. Similar state laws may impose additional requirements on the Bancorp and its subsidiaries.

Anti-Money Laundering and Economic Sanctions

The Bancorp is subject to federal laws that are designed to counter money laundering and terrorist financing and transactions with certain persons, companies or foreign governments sanctioned by the U.S. These laws obligate depository institutions and broker-dealers to verify their customers’ identity, conduct customer due diligence, report on suspicious activity, file reports of transactions in currency and conduct enhanced due diligence on certain accounts. They also prohibit U.S. persons from engaging in transactions with certain designated restricted countries and persons. Depository institutions and broker-dealers are required by their regulators to maintain robust policies and procedures to ensure compliance with these obligations.

Failure to comply with these laws or maintain an adequate compliance program can lead to significant monetary penalties and reputational damage and regulators evaluate the effectiveness of an applicant in combating money laundering when determining whether to approve a proposed bank merger, acquisition, restructuring or other expansionary activity. Further, enforcement actions with respect to these laws can result in substantial penalties, including criminal pleas. The Bancorp’s Board of Directors has approved policies and procedures that the Bancorp believes comply with these laws.

Debit Card Interchange Fees

Pursuant to rules implemented by the FRB, interchange transaction fees for electronic debit transactions are limited to 21 cents plus 0.05% of the transaction, plus an additional qualifying one cent per transaction fraud-prevention adjustment. These rules impose requirements regarding routing and network transaction processing. On October 25, 2023, the FRB proposed to lower the maximum interchange fee that a large debit card issuer can receive for a debit card transaction. The proposal would also establish a regular process for updating the maximum amount every other year going forward. The FRB’s final decision on whether to enact its proposal has since been placed on hold pending the conclusion of current litigation disputing the FRB’s authority to enact key provisions of the regulation that governs debit card interchange fees. Fifth Third continues to monitor the development of these proposed rule revisions and the corresponding litigation.

Resolution Planning

The Bank is subject to resolution planning requirements enacted by the FDIC. In June 2024, the FDIC Board of Directors approved a final rule to amend its resolution plan requirements that largely apply to insured depository institutions with more than $100 billion in assets, including the Bank. This rule requires submission of comprehensive resolution plans that meet enhanced standards every three years and interim submissions in intervening years. The final rule took effect on October 1, 2024, and the Bank submitted its resolution plan as required prior to the July 1, 2025 deadline.

Recovery Planning

On October 21, 2024, the OCC amended its enforceable Recovery Planning Guidelines to apply to banks with at least $100 billion in assets, such as the Bank, effective January 1, 2025, subject to a twelve-month compliance period. On October 27, 2025, the OCC requested comment on a proposal to rescind its recovery planning guidelines for certain large insured national banks, federal savings associations and federal branches. If adopted as proposed, the recovery planning guidelines that went into effect January 1, 2025 and applied to banks with at least $100 billion in assets, including the Bank, would be rescinded. Broadly, the Recovery Planning Guidelines, as amended in 2024, require a recovery plan that includes indicators of the risk or existence of severe stress that reflect the Bank’s particular vulnerabilities, credible options the Bank could undertake in response to restore its financial strength and viability and an assessment and description of how these options would affect the Bank. Recovery plans must also address overall organizational and legal entity structure and related interconnections and interdependencies, procedures for escalating decision-making, management reports, communication procedures and any other information the OCC requires.

Regulatory Regime for Derivatives

Title VII of Dodd-Frank imposes a registration regime and regulatory structure on the over-the-counter derivatives market, including requirements for clearing, exchange trading, capital margin, segregation trade reporting, position limits, business conduct standards and recordkeeping. Title VII also requires certain persons to register as a swap dealer or a security-based swap dealer. The Bank is registered with the Commodity Futures Trading Commission (the “CFTC”) as a swap dealer. The CFTC, SEC and regulators have finalized the rules implementing Title VII applicable to the over-the-counter derivatives markets and swap dealers. As a CFTC registered swap dealer, the Bank is subject to the requirements of Title VII, including rules related to internal and external business conduct standards, reporting, recordkeeping, mandatory clearing for certain swaps and trade documentation and confirmation requirements. In addition, regulators require

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the Bank to comply with rules regarding mandatory posting, collection and segregation of margin by certain swap counterparties and capital requirements. The Bank is not registered as a security-based swap dealer.

Broker-Dealer and Investment Adviser Regulation

Fifth Third’s broker-dealer and investment adviser subsidiaries are subject to regulation by the SEC. Financial Industry Regulation Authority (“FINRA”) is the primary self-regulatory organization for Fifth Third’s registered broker-dealer subsidiary. Fifth Third’s broker-dealer and investment adviser subsidiaries are also subject to additional regulation by states or local jurisdictions. The SEC and FINRA have active enforcement functions that oversee broker-dealers and investment advisers and can bring actions that result in fines, restitution, limitation on permitted activities, disqualification to continue to conduct certain activities and an inability to rely on certain favorable exemptions. In addition, certain changes in the activities of a broker-dealer require approval from FINRA, and FINRA considers a variety of factors in acting upon applications for such approval, including internal controls, capital levels, management experience and quality, prior enforcement and disciplinary history and supervisory concerns.

Consumer Protection Regulation and Supervision

The Bancorp is subject to supervision and regulation by the CFPB with respect to federal consumer protection laws. The Bancorp is also subject to certain state consumer protection laws, and under Dodd-Frank, state attorneys general and other state officials are empowered to enforce certain federal consumer protection laws and regulations. These federal and state consumer protection laws apply to a broad range of Fifth Third’s activities and to various aspects of its business and include laws relating to interest rates, fair lending, disclosures of credit terms and estimated transaction costs to consumer borrowers, debt collection practices, the use of and the provision of information to consumer reporting agencies, and the prohibition of unfair, deceptive, or abusive acts or practices in connection with the offer, sale or provision of consumer financial products and services.

The CFPB has promulgated many mortgage-related final rules, including rules related to the ability to repay and qualified mortgage standards, mortgage servicing standards, loan originator compensation standards, high-cost mortgage requirements, Home Mortgage Disclosure Act requirements and appraisal and escrow standards for higher priced mortgages. The mortgage-related final rules issued by the CFPB materially restructured the origination, servicing and securitization of residential mortgages in the U.S. These rules impact the business practices of mortgage lenders, including the Bank.

Future Legislative and Regulatory Initiatives

Federal and state legislators as well as regulatory agencies may introduce or enact new laws and rules, or amend existing laws and rules, which may affect the regulation of financial institutions and their holding companies. The regulatory agencies may seek to apply higher standards to the Bancorp and the Bank than as required by law, through supervision. The impact of any future legislative or regulatory changes, or supervisory direction, cannot be predicted. However, such changes could affect the Bancorp’s business, financial condition and results of operations.

Available Information

The Bancorp files reports with the SEC. Those reports include the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and an annual proxy statement, as well as any amendments to those reports. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov. The Bancorp’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, annual proxy statement and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Exchange Act are accessible at no cost on the Bancorp’s Investor Relations website at ir.53.com as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Investor information and press releases can also be viewed at ir.53.com. Website references in this Annual Report are merely textual references. Information on or accessible through Fifth Third’s website is not deemed to be incorporated into this Annual Report on Form 10-K.

Information about the Bancorp’s Code of Business Conduct and Ethics (as amended from time to time), is available on Fifth Third’s corporate website at www.53.com. In addition, any future waivers from a provision of the Fifth Third Code of Business Conduct and Ethics covering any of Fifth Third’s directors or executive officers (including Fifth Third’s principal executive officer, principal financial officer and principal accounting officer or controller) will be posted at this website.

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