五三银行 2024年度报告

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember31, 2024Commission File Number001-33653 Fifth Third Bancorp(Exact name of Registrant specified in its charter) 38 Fountain Square PlazaCincinnati,Ohio45263(Address of principal executive offices) Securities registered pursuant to Section 12(b) of the Act: Title of each class: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes:☒No:☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes:☐No:☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days.Yes:☒No:☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes:☒No:☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or anemerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” inRule 12b-2 of the Exchange Act. Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issuedits audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes:☐No:☒ There were665,618,316shares of the Bancorp’s Common Stock, without par value, outstanding as of January31, 2025. The Aggregate Market Value of theVoting Stock held by non-affiliates of the Bancorp was $21.7billion as of June 30, 2024. Table of Contents DOCUMENTS INCORPORATED BY REFERENCE This report incorporates into a single document the requirements of the U.S. Securities and Exchange Commission (the “SEC”) with respectto annual reports on Form 10-K and annual reports to shareholders. Sections of the Bancorp’s Proxy Statement for the 2025 Annual Meetingof Shareholders are incorporated by reference into Part III of this report. Only those sections of this 2024 Annual Report to Shareholders that are specified in this Cross Reference Index constitute part of theregistrant’s Form 10-K for the year ended December 31, 2024. No other information contained in this 2024 Annual Report to Shareholdersshall be deemed to constitute any part of this Form 10-K nor shall any such information be incorporated into the Form 10-K and shall not bedeemed “filed” as part of the registrant’s Form 10-K. 10-K CROSS REFERENCE INDEX PART IItem1.BusinessEmployeesSegment InformationAverage Balance SheetsAnalysis of Net Interest Income and Net Interest Income ChangesInvestment Securities PortfolioLoan and Lease PortfolioRisk Elements of Loan and Lease PortfolioDepositsReturn on Equity and AssetsShort-term BorrowingsItem1A.Risk FactorsItem1B.Unresolved Staff CommentsItem1C.CybersecurityItem2.PropertiesItem3.Legal ProceedingsItem4.Mine Safety DisclosuresInformation about our Executive OfficersPART IIItem5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem7.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem7A.Quantitative and Qualitative Disclosures About Market RiskItem8.Financial Statements and Supplementary DataItem9.Changes in and Disagreements with Accountants on Accounting and Financ