Long-Term Debt

6 Months Ended

Jun. 30, 2026

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%. The senior notes are redeemable at the Bancorp’s option, in whole or in part, beginning 180 days after the issue date and prior to April 29, 2031, at the greater of: (a) the aggregate principal amount of the senior notes being redeemed, plus accrued and unpaid interest, or (b) the sum of the present value of the remaining scheduled payments of principal and interest, plus accrued and unpaid interest. Additionally, the senior notes are redeemable at the Bancorp’s option, in whole, but not in part, on April 29, 2031, or in whole or in part beginning 30 days prior to maturity, at par plus accrued and unpaid interest.

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%. The senior notes are redeemable at the Bancorp’s option, in whole or in part, beginning 180 days after the issue date and prior to January 29, 2036, at the greater of: (a) the aggregate principal amount of the senior notes being redeemed, plus accrued and unpaid interest, or (b) the sum of the present value of the remaining scheduled payments of principal and interest, plus accrued and unpaid interest. Additionally, the senior notes are redeemable at the Bancorp’s option, in whole, but not in part, on January 29, 2036, or in whole or in part beginning 90 days prior to maturity, at par plus accrued and unpaid interest.

On February 1, 2026, the Bancorp completed its acquisition of Comerica Incorporated. In connection with the acquisition, the Bancorp assumed $5.5 billion of long-term debt, which is held by subsidiaries of the Bancorp. The following table summarizes the long-term debt assumed:


($ in millions)	Maturity	Interest Rate	February 1, 2026
Senior:
Fixed-rate notes	2029	4.00%	$	547
Fixed-rate/floating-rate notes(a)	2030	5.982%	1,046

Subordinated:
Fixed-rate notes	2026	3.80%	250
Fixed-rate notes	2026	7.875%	152
Fixed-rate notes	2033	5.332%	506

FHLB advances(b)	2026 - 2028	4.588%	3,028
Total			$	5,529

(a)This rate reflects the fixed-rate in effect as of February 1, 2026.

(b)This rate reflects the weighted-average rate as of February 1, 2026.

On June 10, 2026, the Bancorp completed the previously announced exchange offer with respect to the $550 million of 4.00% fixed-rate senior notes due February 1, 2029, originally issued by Comerica Incorporated and assumed by Fifth Third Financial Corporation, as

successor by merger, pursuant to which approximately $335 million of such notes were exchanged for new senior notes issued by the Bancorp and cash consideration. The new senior notes have substantially identical terms to the prior notes including the same interest rate of 4.00% and maturity date of February 1, 2029. The senior notes are redeemable at the Bancorp’s option, in whole or in part, on November 3, 2028, at a redemption price equal to the aggregate principal amount of the senior notes being redeemed, plus accrued and unpaid interest.

On June 10, 2026, the Bancorp completed the previously announced exchange offer with respect to the $1.0 billion of fixed-rate/floating-rate senior notes due January 30, 2030, originally issued by Comerica Incorporated and assumed by Fifth Third Financial Corporation, as successor by merger, pursuant to which approximately $938 million of such notes were exchanged for new senior notes issued by the Bancorp and cash consideration. The new senior notes have substantially identical terms to the prior notes including the same interest rate of 5.982% and maturity date of January 30, 2030. The senior notes will bear interest at a rate of 5.982% per annum to, but excluding, January 30, 2029. From, and including, January 30, 2029 to, but excluding, the maturity date, the senior notes will bear interest at a rate of compounded SOFR plus 2.155%. The senior notes are redeemable at the Bancorp’s option, in whole or in part, after the issue date and prior to January 30, 2029, at the greater of: (a) the aggregate principal amount of the senior notes being redeemed, plus accrued and unpaid interest, or (b) the sum of the present value of the remaining scheduled payments of principal and interest, subject to certain discounts, at the applicable Treasury Rate plus 30 bps, less interest accrued. Additionally, the senior notes are redeemable at the Bancorp’s option, in whole, but not in part, on January 30, 2029, at par plus accrued and unpaid interest.