FIFTH THIRD BANCORP FITB

50% shingled-prose overlap between the two filings.

2025: 102,688 chars · 2026: 103,735 chars

• Committee Report:76% overlap (990 → 931 chars)
• Pay Ratio (Item 402(u)):47% overlap (2,771 → 2,760 chars)
• Say-on-Pay proposal:88% overlap (2,643 → 2,635 chars)

• changedCompensation Methodology and Structure • Compensation Philosophy • Features of our Executive Compensation Program • Compensation Risk Management • The Committee’s Role • Role of Executive Officers in Compensation Decisions • Role of the Independent Compensation Consultant • Benchmarking Methodology • Tally Sheet • Say-on-Pay • Compensation Structure • Pay Mix and Pay for Performance 2025 2024Executive Compensation Plan Design and Award Decisions • Base Salary • 2025 2024Variable Compensation Plan Design • Variable Compensation Plan Performance Goals • Performance Against Variable Compensation Plan Goals • Determination of Variable Compensation Plan Awards • 2025 2024Long-term, Equity-based Incentive Compensation Plan Design • Payout of 2023 2022Performance Share Awards • Other Long-term, Equity-based Plan Provisions • Determination of Long-term, Equity-based Incentive Awards • Qualitative Performance Assessments • The Committee’s Considerations 2026 2025Executive Compensation Plan Design Changes • 2026 2025Variable Compensation Plan Changes • 2026 2025Long-term, Equity-based Incentive Plan Changes • Integration-Related Award Considerations Executive Benefits and Perquisites • Summary of Eligibility for Benefits and Perquisites • Use of the Corporate Aircraft • Retirement Benefits • Health and Welfare Benefits • Executive Corporate Security • Severance and Change in Control Benefits • Executive Severance Benefits Plan Executive Ownership and Capital Accumulation • Stock Ownership Guidelines • Beneficial Ownership • Enterprise Insider Trading and Ethical Investing Policy • Prohibition on Hedging and Pledging • Clawbacks and Recoupments • Practices Related to the Timing of Equity Awards Tax and Accounting Impacts of Compensation Programs • Deductibility of Executive Compensation • Accounting and Financial Reporting
• changedIn the various sections of this Compensation Discussion and Analysis, we will describe our compensation philosophy, methodology, structure and how pay decisions were made in 2025. 2024.
• changedWe will focus on the compensation of individuals who served in the following roles during fiscal year 2025, 2024,who are referred to as our Named Executive Officers (collectively, “Named Executive Officers” or “NEOs”):
• newLavender Vice Chairman of Commercial Bank Jude A.
• newSchramm Executive Vice President and Chief Information Officer
• newOur compensation philosophy provides the foundation for these programs.
• changedAll long-term, equity-based incentive compensation awards are settled in shares of the Company’s common stock, but accrue dividend equivalents in cash, which are paid upon vesting vestand distribution of the underlying award.
• changedHighlights of 2025 2024Company Performance
• newIn 2025, the Company delivered strong financial results, highlighting the ability to deliver consistent profitability and investment for growth.
• changedFor detailed highlights of 2025 2024Company performance, please see page 4.
• changedFifth Third 2026 2025Proxy Statement 43
• changedPay for performance Risk-balancing features Double-trigger change-in-control provisions No excise tax gross-ups to executive officers Stock ownership guidelines and stock retention policies Prohibition on speculative trading and hedging strategies by executive officers Prohibition on use of Company securities as collateral for a loan Utilization of an independent compensation consultant hired and overseen by the Committee Grant of long-term incentives on pre-determined dates Committee reviews of both financial and non-financial performance Clawback features in all executive officer pay
• changedFifth Third 2026 2025Proxy Statement 45
• changedIn December 2025, 2024,the Committee met jointly with the Risk and Compliance Committee to review our 2025executive and other incentive programs.
• changedIn addition, the chief executive officer and certain other members of management annually assess performanceforotherexecutiveofficersandmakecompensationrecommendationstotheCommittee.
• newperformance for other executive officers and make compensation recommendations to the Committee.
• changedCook, it retains full discretion to set all compensation for the Company’s executive officers.
• changedThe Committee works directly with its consultant to determine to determine compensationforthe chief executive officer’s compensation and makes all related compensation decisions independently. officer.
• changedCook, its external executive compensation consultant, consultantto provide guidance and advice to the Committee on all matters covered by its charter.
• changedIn 2025, 2024,the Committee’s compensation consultant performed the key actions listed below:
• changedAdvised the Committee on competitive practices, market trends, and peer group composition Provided recommendations to the Committee on the compensation of the chief executive officer Provided Providingrecommendations to the Committee and members of management regarding the compensation of the other executive officers Reviewed competitive pay practices in the Compensation Peer Group for their boards of directors and recommended recommendingto the Committee changes required to pay the Company’s Board of Directors in a competitive fashion Provided an annual review of executive performance and pay levels for the Company and its Compensation Peer Group Conducted Undertookspecial projects at the request of the Committee, including director education sessions on specifictopicsrelatedtoexecutive compensation topics
• changedFifth Third 2026 2025Proxy Statement 47
• changedThe following 12 companies were identified by the Committee as our Compensation Peer Group for 2025 2024(“Compensation Peer Group”):
• changedBased on the Committee’s evaluation of the Compensation Peer Group, no changes were recommended to the Compensation Peer Group for 2025. 2024.
• newComerica was removed from the 2026 peer group in connection with the transaction.
• newThe Committee retained all other peers for 2026 and will continue to monitor the evolving landscape during the year to determine whether any additional modifications should be made for 2027.
• changedThe Committee reviewed the above compensation components and the associated dollar amounts for compensation in June 2025. 2024.
• changed95% 96%Approval At the Company’s 2025 2024Annual Meeting, shareholders approved a non-binding advisory say-on-pay proposal with 95 96percent of the votes cast voting in favor of that proposal
• changedThe say-on-pay vote resulted in 95% 96%approval from shareholders in 2025, 2024,which is consistent with the prior year’s vote.
• newFuture votes
• changedFuturevotescast, as well as our ongoing stakeholder engagement discussions, will be closely monitored to ensure continued support for our compensation program among our shareholders.
• changed2025 Target 2024Total Compensation Pay Mix(1)
• changed(1) The percentages reflect the Named Executive Officer’s base salary as of December 31, 2025, 2024,target annual cash incentive award for 2025, 2024,and target long-term, equity-based incentive award for 2025. 2024.
• changedAs shown in the pay mix charts above, the target annual cash incentive award and target long-term, equity-based incentives constitute the majority of executive officers’ Target Total Direct Compensation under our pay-for-performance structure.
• changedFifth Third 2026 2025Proxy Statement 49
• changed2025 2024Executive Compensation Plan Design and Award Decisions
• changedEach element of the executive compensation program, along with any changes that were made to the program for 2025, 2024,are described in the following paragraphs.
• changedAfter the annual review and evaluation at the beginning of 2025, 2024,base salary increases,excludingincreases relatedtopromotions,ranging from one fivepercent to four sixteenpercent were recommended and approved by the Committee.
• changedThe Committee believes the adjustments made for 2025 2024position executives well in relation to individual performance and market-based considerations.
• changed2025 2024Variable Compensation Plan Design.
• changedThe design of our 2025 2024Variable Compensation Plan (VCP) was structured as follows:
• changedIt is the view of the Committee that the thismix of Bancorp funding metrics provides executives with balanced incentives to increase the level of absolute earnings growth, to ensure that shareholder capital is used efficiently to generate competitive returns, and to assess the cost efficiency of the Company’s operations.
• changedWhen determining the available funding pool for all VCP participants, including NEOs, the Committee first determines if the performance hurdle has been met, then considers actual performance against target goals, in addition to the threefunding modifiers.
• newAmounts
• changedFifth Third 2026 2025Proxy Statement 51
• changedAmountsrealizable from prior compensation awards do not influence decisions relative to future awards.
• changedThe Company delivered strong and consistent operating results in 2025. 2024.
• changedConsistent with our historical practice, the Company made reasonable adjustments in consideration of the financial effects of certain events not contemplated in the targets, which are referred to herein as the “2025 “2024VCP Adjusted Actual.” Management and the Committee believe these adjustments are appropriate and ultimately provide incentives that reward performance that is actionable and sustainable.
• changedIn determining 2025 2024VCP Adjusted Actual performance under the Plan, the Committee reviewed certain items assessed annually for potential exclusion from the VCP calculation (where items could have the effect of increasing or decreasing funding).
• changedFor the 2025 2024performance year, the annual adjustments, described further below, had a negative positiveimpact of $0.10 $0.13to earnings per share, three fourbasis points to return on assets, and 0.9% 1.7%to the efficiency ratio.
• changedThe items the Committee evaluated and adjusted for are consistent with the historical approach including: gains or losses related to interchange litigation matters (including the valuation of the Visa total return swap and ongoing Mastercard litigation), the Federal Deposit Insurance Corporation (“FDIC”) special assessment; neutralizing the impact of the allowance for credit losses (“ACL”); and other modest adjustments related to items such as one time impact of severance actions, acquisition costs, foundation contribution, securitiesgainsorlossesrelatedtoordinarycourseofbusiness,excludingtheimpactofnon-qualifieddeferredcompensationvaluationchanges,and other items which are largely offsetting.
• newAdjustment: Performance Impact: EPS ROA Efficiency Ratio(FTE)(1) Interchange Litigation Matters $ 0.06 0.02 % (0.7 %) Reduction to FDIC Special Assessment Payments ($ 0.04 ) (0.01 %) 0.3 % Allowance for Credit Losses ($ 0.21 ) (0.07 %) 0.0 % Acquisition Costs $ 0.02 0.01 % (0.08 %) Fifth Third Foundation Contribution $ 0.06 0.02 % (0.3 %) Other: Severance Expense, Market Rate Impacts, other $ 0.01 0.00 % (0.0 %)
• changedThe three most significant adjustments are the Visa and Mastercard interchange matters, reduction to the FDIC special assessment payments, assessment,and the ACL adjustment, which which,takentogether,have the effect of both materiallyincreasing and decreasing adjusted results.
• changedThe reduction in the FDIC special assessment as well as the interchange litigation matters matterare unique items that were not contemplated when setting targets, nor was it a result of the Company’s core operations; therefore, the Committee approved adjusting for these items.
• changedFinally, the adjustment for the ACL accounts for only the variance to target for allowance build or release, which is a consistent treatment since the implementation of the Current Expected Credit Losses (“CECL”) accountingstandard.
• newaccounting standard.
• changedBancorp Funding Metrics 2025 2024Reported Metrics 2025 2024VCP Adjusted Actual (Including impact of funding) EPS $ 3.53 3.14$ 3.43 3.27ROA 1.19% 1.16% 1.09%1.13%Efficiency Ratio (FTE)(1) 56.9% 56.0% 59.2%57.5%
• changedThe adjusted Efficiency Ratio, as presented in the “2025 “2024VCP Adjusted Actual (including impact of funding)” column in the table above, reflects the adjustments detailed in the adjustments table.
• changedOur capital level of 10.77% 10.6%demonstrates the consistent and sustainable strength of our balance sheet.
• newPerformance Hurdle 2025 Actual Capital Levels 10.8% Common Equity Tier 1 Funding Modifiers Loan to Core Deposit Ratio 74% as of December 31, 2025, and target of below 80% Liquidity Coverage Ratio 123% as of December 31, 2025, exceeds our target of 108% - 115%.
• newPerformance versus Peers The bank continued to deliver overall strong shareholder returns compared to peers, and a top efficiency ratio, however, did report elevated commercial credit loss ratios compared to peers.
• newQualitative Assessment – Strategic Initiatives and Investments In 2025 the bank continued to invest in strategic investments in the franchise’s future, while maintaining disciplined risk management.
• newPage 4 provides detailed progress on all priorities.
• changedFifth Third 2026 2025Proxy Statement 53
• changedBased on the 2025 2024performance results described above and prior to the application of any funding modifiers, the calculated pool funding level of 105% 103%of target was achieved as shown below:
• newBancorp Funding Metrics Threshold Target Maximum 2025 VCP Adjusted Actual Funding Funding Weight Funding Level Earnings Per Share $2.82 $3.53 $4.06 $3.43 93 % 50% 46% Return on Assets 0.94 % 1.17 % 1.35 % 1.16 % 98 % 25% 24% Efficiency Ratio 62.4 % 56.7 % 55.0 % 56.0 % 140 % 25% 35% Total Funding 105%
• changedAfter consideration of the funding modifier performance, the Committee decreased the funding by 1.5 approvedanadditionalfourfunding points.
• newWhen evaluating the modifier, the committee believed the adjustment was appropriate given the impact of material credit losses in the year.
• changedWith these considerations, a final funding level of 103.5% 107%was approved by the committee.
• changedAdditionally, each NEO’s individual’squalitative performance assessment (further described for each NEO in the qualitative performance assessments section below) and risk performance are considered.
• newBased on these factors, individual funding ranged from 103.5%-105% of the NEO’s target in cash.
• newFor the CEO, Mr. Spence proposed, and the Committee agreed, that CEO variable compensation award payout percentage not exceed the corporate VCP funding level of 103.5%.
• changed2025 2024Long-term, Equity-based Incentive Compensation Plan Design.
• changedThe objectives of our plan, the types of equity-based awards employed under the plan, and areas included in individual performance assessments used to determine Plan Objectives award amounts for Named Executive Officers are:
• changedRestricted Stock Unit Awards, or “RSUs,” are calculated by taking 40% 35%of the total Long-Term Incentive (“LTl”) award amount divided by the Company’s average closing stock price for each trading day in the month of January.
• changedPerformance Share awards are calculated by taking 60% 50%of the total LTI award amount divided by the Company’s average closing stock price for each trading day in the month of January.
• changedThe Long-Term Incentive mix aligns well with the Company’s Long-Term Incentive plan objectives, strategic objectives, compensation philosophy, regulatory guidance, risk culture, and competitive practice.
• changedActual award levels are based upon Company performance, and the Committee includes qualitative assessments of individual performance of each Named Executive Officer in the areas shown in the Qualitative Performance Assessments section graphicdisplayon page 57. theprecedingpage.
• changedThe grant dates for awards made in 2025 2024are detailed in the “2025 “2024Grants of Plan-Based Awards” table later in this Proxy Statement.
• changedPerformance share grants are granted at “target,” calculated by taking 60% 50%of the LTI award amount divided by the share price used for purposes of the grant.

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