Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 Commission File Number 001-33653 Fifth Third Bancorp (Exact name of Registrant specified in its charter) (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) Ohio 31-0854434 38 Fountain Square Plaza Cincinnati, Ohio 45263 (Address of ...

Blackstone (NYSE:BX) has secured regulatory approval to buy a 9.99 percent stake in Federal Bank.Blackstone's investment will be conducted through a Singapore-based affiliate, Reuters first reported.It is understood that this deal would make the private equity firm the largest shareholder in the bank and will give Blackstone the right to nominate an executive director to the lenders board.In December, Blackstone received approval from the Competition Commission of India (CCI) to invest in Federal Bank throu ...

Core Insights - First Interstate BancSystem is shifting from a growth-through-acquisition strategy to a focus on organic growth and relationship banking under CEO Jim Reuter [6][9][22] - The bank has been reducing its branch network and allowing certain loans to run off, resulting in a smaller balance sheet as part of its recalibration efforts [4][14][15] Company Strategy - Jim Reuter, who joined First Interstate in late 2024, emphasizes sustainable profitability through relationship banking, which integrates loans, deposits, and service fees from the same clients [2][13] - The bank has sold branches in Arizona and Kansas, ceased originating indirect loans, and outsourced its consumer credit card product, indicating a strategic pivot [3][4][14] Financial Performance - First Interstate's total assets decreased from over $32 billion to $26.6 billion, reflecting a shift in strategy and a reduction in its loan portfolio, which shrank by 14.8% year-over-year [8][14] - Deposits fell by 4% at the end of 2025 compared to the previous year, with projections for a slight increase in 2026 [15] Market Position and Future Outlook - Analysts speculate that First Interstate may be positioning itself as a potential acquisition target amid increasing regional bank mergers and acquisitions [10][12] - The bank's credit quality has come under scrutiny, particularly in its commercial real estate portfolio, with criticized loans exceeding $1 billion, up 36% year-over-year [19][22] Operational Changes - The bank is closing branches in Nebraska and exiting Minnesota and North Dakota, while also opening new branches in Montana and relocating a branch in Wyoming [16][18] - Reuter has stated that the focus is now on optimizing the existing franchise rather than pursuing aggressive growth [23]

Core Insights - The merger between Fifth Third Bancorp and Comerica Incorporated creates a $294 billion institution, reshaping competition in mobile banking, commercial payments, and middle-market services [2][3][4] Group 1: Merger Overview - The merger closed on February 2, establishing the ninth-largest U.S. bank by assets and linking Fifth Third's consumer digital platform with Comerica's commercial franchise, particularly in Texas and California [2][3] - The combined bank operates in 17 of the 20 fastest-growing large U.S. metropolitan areas, with system and brand conversions expected later this year [4] Group 2: Digital and Commercial Integration - Fifth Third enters the merger with a strong digital base, averaging 3.19 million active digital users and 2.49 million active mobile users in the last quarter, with nearly 98% of mortgage applications digitally assisted [5] - The merger connects Fifth Third's consumer digital capabilities to Comerica's dense middle-market relationships, creating a unified platform for retail deposits, commercial lending, and payments [6] Group 3: Competitive Landscape - The integration of Fifth Third and Comerica may pressure regional banks that operate consumer and commercial services separately, as the combined institution allows for streamlined retail acquisition and commercial onboarding [7] - The merger broadens Fifth Third's embedded finance platform, Newline, which is expected to generate a $1 billion recurring fee business [8][10] Group 4: Customer Impact - Near-term service for consumers is expected to remain stable during the integration, with plans to extend mobile tools and digital onboarding processes across Comerica's footprint over time [14] - For middle-market enterprises, the combined platform offers enhanced connections between deposits, payments, and expense management, potentially redefining competitive boundaries in the regional banking sector [15]

Core Insights - Fifth Third Bancorp has officially acquired Comerica, completing a significant bank deal valued at $10.9 billion [1] - The acquisition aims to merge Fifth Third's retail strategy with Comerica's commercial presence, particularly in Texas and Michigan [1][2] - The deal reflects a trend of faster merger timelines in the banking sector, attributed to reduced regulatory scrutiny under the current administration [2] Financial Impact - Fifth Third's total assets have increased to approximately $290 billion, making it the 16th largest insured depository institution in the U.S. [2] - Analysts noted that the transaction did not dilute tangible book value, with Fifth Third's stock rising about 13% and Comerica's by over 25% from the announcement to the deal's closure [4] - The acquisition is projected to boost Fifth Third's earnings per share by 9% by 2027, with one-time charges estimated at $950 million [4] Cost Savings and Integration - The company anticipates generating $850 million in savings primarily through headcount reductions and the elimination of facilities, systems, and vendors [5] - Fifth Third has paused recruitment for open roles to retain positions for Comerica employees post-merger [5] - The integration of Comerica's branches and systems is expected to begin in early Q4 [3] Strategic Moves - Fifth Third has taken over as the financial agent for the Treasury Department's Direct Express prepaid debit card program, previously managed by Comerica [6] - The acquisition is seen as a way to eliminate transition risk associated with the program, which serves about 3.4 million Americans [6] Market Positioning - The merger is the largest bank deal announced in 2025 and the largest to close in 2026 [7] - Fifth Third aims to leverage Comerica's commercial footprint to enhance its retail business and market share in key regions like Texas [7]

Core Viewpoint - A significant employment discrimination lawsuit has been filed against Comerica Incorporated, alleging unlawful Diversity, Equity, and Inclusion (DEI) practices characterized by rigid demographic quotas and personnel controls [1][3]. Group 1: Lawsuit Details - The lawsuit was filed in the U.S. District Court for the Eastern District of Michigan and seeks damages exceeding $30 million for alleged violations of federal and state discrimination laws [5]. - The plaintiff, James Spilko, claims he was denied nearly 30 promotion opportunities over five years despite receiving exemplary performance reviews, highlighting a potential bias in the promotion process [4][5]. Group 2: Allegations Against Comerica - The complaint alleges that Comerica's DEI program includes corporate-level quotas that bypass merit-based hiring, with senior management compensation tied to these quotas [3]. - The lawsuit points out that 100% of business units met their DEI performance goals for multiple consecutive years, suggesting manipulation of outcomes to meet these goals [4]. Group 3: DEI Practices - The lawsuit describes specific practices such as rigorous monitoring to ensure "preferred demographics" are selected for leadership roles, adjusting job titles or performance ratings to align with quota requirements, and penalizing management for not meeting demographic targets [8].

Core Viewpoint - Eastern Bankshares has decided to focus on organic growth and share buybacks rather than pursuing mergers and acquisitions, following criticism from activist investor HoldCo Asset Management [1][10]. Company Strategy - Eastern plans to utilize its excess capital for share repurchases, having already bought back 635,000 shares for $12.3 million and intends to seek board approval for further repurchase programs [2][10]. - CEO Denis Sheahan emphasized that the bank is not focused on M&A, stating that prioritizing organic growth and returning capital to shareholders will create meaningful value [3][10]. Financial Performance - In the fourth quarter, Eastern repurchased 3.1 million shares for $55.4 million, which is 26% of the authorized share repurchase program [8]. - The bank reported a net income of $99.5 million, a 63% increase year-over-year, with earnings per share at 46 cents, surpassing analyst expectations of 39 cents [12]. - Revenue reached $283.5 million, reflecting a nearly 31% year-over-year increase [12]. Cost Management - Noninterest expenses for the quarter were $189.4 million, up 37.7% from the previous year, partly due to merger-related costs and additional expenses from integrating HarborOne's employees [13]. Market Context - Eastern has faced scrutiny from HoldCo, which criticized the bank for depleting its excess capital through acquisitions and restructuring, urging it to consider selling itself to a larger bank [7][10]. - Other banks targeted by HoldCo have also shifted focus away from M&A towards organic growth and share buybacks [6][10].

Core Viewpoint - Huntington Bancshares reported disappointing Q4 2025 results, missing revenue and EPS estimates, which led to a 6.02% decline in stock price, raising concerns about future profitability due to higher expenses and credit provisions [1][4]. Financial Performance - The bank's revenue grew by 12% in Q4, but EPS decreased, falling short of analysts' expectations [4]. - The criticized asset ratio increased from 3.79% to 4.23% quarter over quarter, indicating rising credit concerns [4]. - Management anticipates a 10% rise in expenses for 2026 due to pending acquisitions, negatively impacting market sentiment [4]. Growth Prospects - Despite recent challenges, management projects positive growth in key areas: net interest income, loans, deposits, and fee revenue are expected to rise by 11.5%, 11.5%, 8.5%, and 14.5% at the midpoint, respectively [5]. - Full synergies from the Vertex acquisition are expected by Q2 and from the Cadence acquisition by Q4, suggesting potential for successful expansion into the Southern U.S. market [5]. Market Context - Trading volume for Huntington Bancshares reached 86.2 million shares, significantly above the three-month average of 28.4 million shares, indicating heightened investor interest or concern [2]. - The broader market saw the S&P 500 and Nasdaq Composite increase by 0.54% and 0.91%, respectively, while other regional banks like Fifth Third Bancorp and KeyCorp also faced declines [3].

Core Insights - Comerica Incorporated (CMA) reported fourth-quarter 2025 adjusted earnings per share (EPS) of $1.46, exceeding the Zacks Consensus Estimate of $1.28, and up from $1.20 in the prior-year quarter [1][9] - The results were driven by an increase in net interest income (NII), fee income, and deposit balances, although concerns arose from lower loan balances and rising expenses [1][11] Financial Performance - For the fourth quarter, net income attributable to common shareholders (GAAP basis) was $176 million, a 3.5% increase from the year-ago quarter [2] - Total quarterly revenues reached $850 million, a slight year-over-year increase, but missed the consensus estimate of $850.1 million [4] - For the full year 2025, adjusted EPS was $5.47, up from $5.02 in the previous year, surpassing the Zacks Consensus Estimate of $5.23 [3] - Total revenues for 2025 were $3.37 billion, an increase from $3.24 billion in 2024, beating the consensus estimate of $3.36 billion [4] Income and Expenses - Quarterly NII rose marginally to $577 million, with the net interest margin increasing by 1 basis point to 3.07% [4] - Total non-interest income was $273 million, reflecting a 9.2% year-over-year increase [5] - Non-interest expenses totaled $617 million, up 5.1% year over year, leading to an efficiency ratio of 72.30%, compared to 69.51% in the prior-year quarter [5] Loan and Deposit Trends - As of December 31, 2025, total loans decreased slightly to $50.7 billion, while total deposits increased by 3.6% to $64.9 billion [6][9] Credit Quality - The provision for credit loss was $14 million in the fourth quarter, down from $21 million in the year-ago quarter [7] - Total non-performing assets decreased by 18.5% year over year to $251 million [7] - The allowance for credit losses to total loans ratio was 1.45%, up from 1.44% in the previous year [8] Capital Position - The total capital ratio improved to 14.25%, up from 14.21% in the prior-year quarter [10] - The Common Equity Tier 1 capital ratio increased to 12.02%, compared to 11.89% in the previous year [10] - The tangible common equity ratio was 8.40%, up from 7% in the prior-year quarter [10] Strategic Outlook - The planned merger with Fifth Third Bancorp is expected to enhance Comerica's scale, diversification, and competitiveness in key growth markets, with the transaction anticipated to close in the first quarter of 2026 [12]

Core Viewpoint - KeyCorp is undergoing significant changes to its board of directors in response to demands from activist investor HoldCo Asset Management, which has criticized the bank's stock performance and governance practices [1][4]. Board Changes - KeyCorp has appointed Todd Vasos, CEO of Dollar General, as the new lead independent director, replacing Alexander Cutler, who has held the position since at least 2010 [2][5]. - Two new directors, Antonio "Tony" DeSpirito and Christopher Henson, have been nominated for one-year terms, both bringing extensive banking experience [3][9]. - The board will maintain a total of 14 directors following the upcoming election, despite the recent retirement of David Wilson due to health reasons [7]. Activist Investor Influence - HoldCo Asset Management issued a report criticizing KeyCorp's board for share dilution and called for the termination of CEO Chris Gorman, among other governance changes [4][6]. - The activist group owns approximately $142 million of Key shares, representing about 0.7% of the bank's stock [6]. Financial Performance - KeyCorp reported a net income of $510 million for the fourth quarter, a significant improvement from a net loss of $244 million in the same quarter the previous year [11]. - Revenue for the fourth quarter reached $2.0 billion, reflecting increases in both net interest income and noninterest income, with noninterest expenses totaling $1.2 billion, up 1% year over year [12]. - Average loans during the fourth quarter were $106.3 billion, with a decrease in total consumer loans but an increase in commercial loans from $72.1 billion to $76 billion [13]. Future Outlook - KeyCorp plans to repurchase at least $300 million of its stock in the first quarter and expects similar buybacks in future quarters [6][9]. - The bank anticipates overall loan growth of 1-2% for 2026, with commercial loans projected to grow by about 5% [14].