FIFTH THIRD BANCORPFITB
FIFTH THIRD BANCORP Stock Compensation Disclosure
Stock-Based Compensation
Stock-based awards are eligible for issuance under the Bancorp’s Incentive Compensation Plan to executives, directors and key employees of the Bancorp and its subsidiaries. The 2024 Incentive Compensation Plan, which was approved by shareholders on April 16, 2024 and amended by the Human Capital and Compensation Committee on June 9, 2025, authorized the issuance of up to 55 million shares as equity compensation. The plan authorizes the issuance of RSUs, SARs, stock options, performance share or unit awards, restricted stock awards, dividend or dividend equivalent rights and stock awards. SARs have not been issued since 2024 and stock options have not been issued since 2008 as employee compensation under the Bancorp’s Incentive Compensation Plan. All outstanding stock options are as a result of replacement awards from acquisitions. As of December 31, 2025, there were 45.6 million shares available for future issuance. Based on total stock-based awards outstanding (including RSUs, SARs, stock options and PSAs) and shares remaining for future grants under the 2024 Incentive Compensation Plan, the potential dilution to which the Bancorp’s common shareholders are exposed due to the potential that stock-based compensation will be awarded to executives, directors or key employees of the Bancorp and its subsidiaries is 9%. RSUs, SARs, stock options and PSAs outstanding represent 2% of the Bancorp’s issued shares at December 31, 2025.
All of the Bancorp’s stock-based awards are to be settled with stock. The Bancorp has historically used treasury stock to settle stock-based awards, when available. RSUs are typically released after or four years or ratably over or four years of continued employment and receive dividend equivalents. Dividend equivalents are accrued and paid in cash when the underlying shares are distributed, except for certain RSUs which have the rights to receive dividend equivalents paid in cash at each dividend payment date. SARs, issued at fair value based on the closing price of the Bancorp’s common stock on the date of grant, have terms up to ten years and vest and typically become exercisable ratably over a three year period of continued employment or as set forth in the grant agreement. The Bancorp does not grant discounted SARs or stock options, re-price previously granted SARs or stock options or grant reload stock options. Stock options were previously issued at fair value based on the closing price of the Bancorp’s common stock on the date of grant, had up to ten year terms and vested and became fully exercisable ratably over a or four-year period of continued employment. For PSAs that are eligible to receive dividend equivalents, the accrued cash dividends are adjusted by the payout percentage achieved on the underlying awards. PSAs have three-year cliff vesting terms with performance conditions as defined by the plan. All of the Bancorp’s executive stock-based awards contain an annual performance hurdle of 2% return on tangible common equity. If this threshold is not met in any one of the three years during the performance period, one-third of PSAs are forfeited. Additionally, if this threshold is not met, all RSUs and SARs that would vest in the next year may also be forfeited at the discretion of the Human Capital and Compensation Committee of the Board of Directors. The Bancorp met this threshold as of December 31, 2025.
Stock-based compensation expense was $163 million, $164 million and $169 million for the years ended December 31, 2025, 2024 and 2023, respectively, and is included in compensation and benefits expense in the Consolidated Statements of Income. The total related income tax benefit recognized was $34 million, $34 million and $35 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Restricted Stock Units
The total grant-date fair value of RSUs that were released during the years ended December 31, 2025, 2024 and 2023 was $154 million, $141 million and $130 million, respectively. At December 31, 2025, there was $153 million of stock-based compensation expense related to outstanding RSUs not yet recognized. The expense is expected to be recognized over an estimated remaining weighted-average period at December 31, 2025 of 2.2 years.
The following table summarizes RSUs activity for the years ended December 31:
| 2025 | 2024 | 2023 | ||||||||||||||||||
| RSUs (in thousands, except per unit data) | Units | Weighted-Average Grant-Date Fair Value Per Unit | Units | Weighted-Average Grant-Date Fair Value Per Unit | Units | Weighted-Average Grant-Date Fair Value Per Unit | ||||||||||||||
| Outstanding at January 1 | 10,764 | $ | 36.12 | 10,365 | $ | 37.63 | 9,906 | $ | 38.04 | |||||||||||
| Granted | 3,437 | 43.66 | 4,546 | 33.87 | 4,763 | 34.94 | ||||||||||||||
| Released | (4,133) | 37.27 | (3,751) | 37.54 | (3,696) | 35.04 | ||||||||||||||
| Forfeited | (411) | 37.43 | (396) | 36.37 | (608) | 38.75 | ||||||||||||||
| Outstanding at December 31 | 9,657 | $ | 38.23 | 10,764 | $ | 36.12 | 10,365 | $ | 37.63 | |||||||||||
The following table summarizes outstanding RSUs by grant-date fair value per unit at December 31, 2025:
| Outstanding RSUs | ||||||||
| RSUs (in thousands) | Units | Weighted-Average Remaining Contractual Life (in years) | ||||||
Under $25.00 | 304 | 0.1 | ||||||
$25.01-$30.00 | 321 | 0.3 | ||||||
$30.01-$35.00 | 3,188 | 1.1 | ||||||
$35.01-$40.00 | 2,017 | 0.7 | ||||||
$40.01-$45.00 | 3,114 | 1.6 | ||||||
$45.01 and over | 713 | 0.2 | ||||||
| All RSUs | 9,657 | 1.1 | ||||||
Stock Appreciation Rights
There were no SARs granted during the year ended December 31, 2025. For the years ended December 31, 2024 and 2023, the Bancorp used assumptions, which were evaluated and revised as necessary, in estimating the grant-date fair value of each SAR grant.
The weighted-average assumptions were as follows for the years ended December 31:
| 2024 | 2023 | |||||||||||||
| Expected life (in years) | 7 | 7 | ||||||||||||
| Expected volatility | 33 | % | 31 | |||||||||||
| Expected dividend yield | 4.2 | 3.6 | ||||||||||||
| Risk-free interest rate | 4.1 | 3.8 | ||||||||||||
The expected life was generally derived from historical exercise patterns and represented the amount of time that SARs granted were expected to be outstanding. The expected volatility was based on a combination of historical and implied volatilities of the Bancorp’s common stock. The expected dividend yield was based on annual dividends divided by the Bancorp’s stock price. Annual dividends were based on projected dividends, estimated using an expected long-term dividend payout ratio, over the estimated life of the awards. The risk-free interest rate for periods within the contractual life of the SARs was based on the U.S. Treasury yield curve in effect at the time of grant.
The grant-date fair value of SARs was measured using the Black-Scholes option-pricing model. The weighted-average grant-date fair value of SARs granted was $9.71 and $10.49 per share for the years ended December 31, 2024 and 2023, respectively. The total grant-date fair value of SARs that vested during each of the years ended December 31, 2025, 2024 and 2023 was $3 million.
At December 31, 2025, there was $1 million of stock-based compensation expense related to outstanding SARs not yet recognized. The expense is expected to be recognized over an estimated remaining weighted-average period at December 31, 2025 of 1.1 years.
The following table summarizes SARs activity for the years ended December 31:
| 2025 | 2024 | 2023 | ||||||||||||||||||
| SARs (in thousands, except per share data) | Number of SARs | Weighted- Average Grant Price Per Share | Number of SARs | Weighted- Average Grant Price Per Share | Number of SARs | Weighted- Average Grant Price Per Share | ||||||||||||||
| Outstanding at January 1 | 4,636 | $ | 26.80 | 7,331 | $ | 23.72 | 9,112 | $ | 22.22 | |||||||||||
| Granted | — | — | 316 | 33.51 | 253 | 37.19 | ||||||||||||||
| Exercised | (1,372) | 21.64 | (3,010) | 20.01 | (2,011) | 18.42 | ||||||||||||||
| Forfeited or expired | — | — | (1) | 19.01 | (23) | 40.36 | ||||||||||||||
| Outstanding at December 31 | 3,264 | $ | 28.96 | 4,636 | $ | 26.80 | 7,331 | $ | 23.72 | |||||||||||
| Exercisable at December 31 | 2,973 | $ | 28.42 | 4,063 | $ | 25.39 | 6,796 | $ | 22.44 | |||||||||||
The following table summarizes outstanding and exercisable SARs by grant price per share at December 31, 2025:
| Outstanding SARs | Exercisable SARs | |||||||||||||||||||
| SARs (in thousands, except per share data) | Number of SARs | Weighted-Average Grant Price Per Share | Weighted- Average Remaining Contractual Life (in years) | Number of SARs | Weighted-Average Grant Price Per Share | Weighted- Average Remaining Contractual Life (in years) | ||||||||||||||
$10.01-$20.00 | 759 | $ | 17.89 | 0.3 | 759 | $ | 17.89 | 0.3 | ||||||||||||
$20.01-$30.00 | 1,177 | 26.97 | 1.8 | 1,177 | 26.97 | 1.8 | ||||||||||||||
$30.01-$40.00 | 1,085 | 34.28 | 6.0 | 794 | 34.19 | 5.4 | ||||||||||||||
Over $40.00 | 243 | 49.51 | 6.1 | 243 | 49.51 | 6.1 | ||||||||||||||
| All SARs | 3,264 | $ | 28.96 | 3.2 | 2,973 | $ | 28.42 | 2.7 | ||||||||||||
Stock Options
There were no stock options granted during the years ended December 31, 2025, 2024 and 2023. The Bancorp generally utilizes the Black-Scholes option pricing model to measure the fair value of stock option grants.
The total intrinsic value of stock options exercised was $1 million, $2 million and $1 million for the years ended December 31, 2025, 2024 and 2023, respectively. Cash received from stock options exercised was $1 million, $2 million and $1 million for the years ended December 31, 2025, 2024 and 2023, respectively. No stock options vested during the years ended December 31, 2025, 2024 and 2023. As of December 31, 2025, the aggregate intrinsic value of both outstanding stock options and exercisable stock options was $1 million.
The following table summarizes stock options activity for the years ended December 31:
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Stock Options (in thousands, except per share data) | Number of Options | Weighted-Average Exercise Price Per Share | Number of Options | Weighted-Average Exercise Price Per Share | Number of Options | Weighted-Average Exercise Price Per Share | ||||||||||||||
| Outstanding at January 1 | 95 | $ | 22.03 | 224 | $ | 21.45 | 312 | $ | 21.65 | |||||||||||
| Exercised | (34) | 20.28 | (129) | 21.03 | (86) | 21.97 | ||||||||||||||
| Forfeited or expired | — | — | — | — | (2) | 27.71 | ||||||||||||||
| Outstanding at December 31 | 61 | $ | 23.01 | 95 | $ | 22.03 | 224 | $ | 21.45 | |||||||||||
| Exercisable at December 31 | 61 | $ | 23.01 | 95 | $ | 22.03 | 224 | $ | 21.45 | |||||||||||
The following table summarizes outstanding and exercisable stock options by exercise price per share at December 31, 2025:
| Outstanding Stock Options | Exercisable Stock Options | |||||||||||||||||||
| Stock Options (in thousands, except per share data) | Number of Options | Weighted-Exercise Price Per Share | Weighted-Average Remaining Contractual Life (in years) | Number of Options | Weighted-Exercise Price Per Share | Weighted-Average Remaining Contractual Life (in years) | ||||||||||||||
$10.01-$20.00 | 23 | $ | 18.41 | 0.2 | 23 | $ | 18.41 | 0.2 | ||||||||||||
$20.01-$30.00 | 38 | 25.88 | 1.7 | 38 | 25.88 | 1.7 | ||||||||||||||
| All stock options | 61 | $ | 23.01 | 1.1 | 61 | $ | 23.01 | 1.1 | ||||||||||||
Other Stock-Based Compensation
PSAs are payable contingent upon the Bancorp achieving certain predefined performance targets over a three-year measurement period. Depending on performance, between zero and 1.3 million shares may be released to settle the PSAs outstanding at December 31, 2025 once the applicable performance periods are completed. Awards granted during the years ended December 31, 2025, 2024 and 2023 will be entirely settled in stock. The performance targets are based on the Bancorp’s performance relative to a defined peer group. PSAs use a performance-based metric based on return on average common equity in relation to peers. During the years ended December 31, 2025, 2024 and 2023, approximately 305 thousand, 295 thousand and 256 thousand PSAs, respectively, were granted by the Bancorp. These awards were granted at a weighted-average grant-date fair value of $44.35, $33.51 and $37.19 per unit during the years ended December 31, 2025, 2024 and 2023, respectively. During the years ended December 31, 2025, 2024 and 2023, approximately 409 thousand, 355 thousand and 395 thousand PSAs, respectively, were distributed to participants. These awards were distributed with a total grant date fair value of $19 million, $12 million and $12 million during the years ended December 31, 2025, 2024 and 2023, respectively.
The Bancorp sponsors an employee stock purchase plan that allows qualifying employees to purchase shares of the Bancorp’s common stock with a 15% match. During the years ended December 31, 2025, 2024 and 2023, there were approximately 471 thousand, 487 thousand and 768 thousand shares, respectively, purchased by participants. The Bancorp recognized expense of $3 million in the year ended December 31, 2025 and $2 million in both the years ended December 31, 2024 and 2023 related to this plan. This expense is included in compensation and
benefits expense in the Consolidated Statements of Income. As of December 31, 2025, there were approximately 14.2 million shares available for future issuance, which represents the remaining shares of Fifth Third common stock under the Bancorp’s 2024 Employee Stock Purchase Plan.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 24, 2026 | Showing above |
| 2024 | Feb 24, 2025 | |
| 2023 | Feb 27, 2024 | |
| 2022 | Feb 24, 2023 | |
| 2021 | Feb 25, 2022 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.