Fifth Third Bancorp (FITB) risk factors, FY2025 10-K

Fifth Third Bancorp's FY2025 10-K, filed Feb 24, 2026, lists 47 risk factors in 5 groups. Against the prior year's 45: 15 new, 13 dropped, 20 substantially reworded.

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Risk factors listed
475 groups
New this year
15vs 45 last year
Dropped
13since the prior 10-K
Substantially reworded
20of those kept
Section length
12k wordsItem 1A

What the changes say

  • Integration risks and costs from the Comerica merger dominate new disclosures.
  • Operational and cybersecurity vulnerabilities are highlighted due to third-party dependencies.
  • Regulatory burdens and deposit insurance premiums are emphasized amid market volatility.

What changed since the prior 10-K

New

  • NewOPERATIONAL RISKS

    Fifth Third’s business is dependent on the availability and performance of operational and information technology systems, including those provided by third-party service providers. Interruptions or failures could materially adversely affect operations

    IT system failures or disruptions at Fifth Third or third-party providers could impair critical banking operations and customer service.

  • NewOPERATIONAL RISKS

    Fifth Third’s business is conducted primarily via digital and information technology systems. This includes the use of digital applications, cloud computing and third- and fourth-party providers that host and store customer, employee and operational information

    Cyber-attacks or security breaches in digital, cloud, or third- and fourth-party environments could disrupt operations and harm client relationships.

  • NewLEGAL AND REGULATORY COMPLIANCE RISKS

    Fifth Third is subject to extensive governmental regulation which could adversely impact Fifth Third or the businesses in which Fifth Third is engaged

  • NewLEGAL AND REGULATORY COMPLIANCE RISKS

    effect on its business, financial condition and results of operations. Additionally, legislation or regulatory reform could affect the behaviors of third parties that Fifth Third deals within the course of business, such as rating agencies, insurance companies and investors

    Bank failures and new legislation like tax reform could increase market volatility, compliance costs, and reduce product demand.

  • NewLEGAL AND REGULATORY COMPLIANCE RISKS

    Deposit insurance premiums levied against the Bank could increase

    The FDIC may increase deposit insurance assessment rates or impose special assessments, raising the Bank's premium costs.

  • NewLEGAL AND REGULATORY COMPLIANCE RISKS

    Changes in the market could impact Fifth Third’s mortgage banking business

    Interest rate fluctuations create an imperfect hedge between mortgage loan origination revenues and mortgage servicing rights values.

  • NewSTRATEGIC RISKS

    reputation, talent and price. For example, as a result of the GENIUS Act, passed in 2025 to provide a regulatory framework for stablecoins in the U.S., increased competition may emerge from issuers of stablecoins and providers of related technology

    The 2025 GENIUS Act introduces stablecoin competitors and technology providers that could increase competition for Fifth Third.

  • NewSTRATEGIC RISKS

    Difficulties in identifying suitable acquisition or investment opportunities, integrating acquisitions, or evaluating or entering into strategic investments and relationships may hinder Fifth Third from achieving the expected benefits from these acquisitions, investments or relationships

    Difficulties in identifying, acquiring, or integrating target businesses or strategic relationships may prevent Fifth Third from realizing expected benefits.

  • NewSTRATEGIC RISKS

    Fifth Third may sell certain businesses or investments but such sales may not yield desired gains or equity increases. Additionally, lost income from these sales could have an adverse effect on its future earnings and growth

    Selling non-core businesses or investments may not yield desired pricing or gains, resulting in lost income and operational separation hurdles.

  • NewGENERAL BUSINESS RISKS

    Severe weather events may impact Fifth Third’s loan portfolio and operations

    Severe weather events across Fifth Third's upper Midwestern and lower Southeastern footprint could damage loan collateral and disrupt operations.

  • NewRISKS RELATING TO THE ACQUISITION AND INTEGRATION OF COMERICA INCORPORATED (“THE COMERICA MERGER”)

    Fifth Third expects to incur substantial expenses related to the Comerica Merger and to the integration of Comerica

    The Comerica Merger will incur substantial integration and advisory expenses, plus higher regulatory standards as a Category III holding company.

  • NewRISKS RELATING TO THE ACQUISITION AND INTEGRATION OF COMERICA INCORPORATED (“THE COMERICA MERGER”)

    Fifth Third may fail to realize all of the anticipated benefits of the Comerica Merger, or those benefits may take longer to realize than expected due to factors that may be outside Fifth Third’s or Comerica’s control. Fifth Third may also encounter significant difficulties in integrating Comerica

    Fifth Third may fail to realize anticipated revenue and cost synergies from the Comerica Merger due to external economic or regulatory factors.

  • NewRISKS RELATING TO THE ACQUISITION AND INTEGRATION OF COMERICA INCORPORATED (“THE COMERICA MERGER”)

    perform relative to its expectations, and that Fifth Third may not achieve the benefits it expects, which could, among other things, also result in a write-down of goodwill and other intangible assets associated with the Comerica Merger

  • NewRISKS RELATING TO THE ACQUISITION AND INTEGRATION OF COMERICA INCORPORATED (“THE COMERICA MERGER”)

    Fifth Third’s future results may suffer if Fifth Third does not effectively manage its expanded operations following the Comerica Merger

  • NewRISKS RELATING TO THE ACQUISITION AND INTEGRATION OF COMERICA INCORPORATED (“THE COMERICA MERGER”)

    Following completion of the Comerica Merger, Fifth Third may be subject to business uncertainties that could adversely affect Fifth Third’s business and operations

Dropped

  • Dropped

    Fifth Third may have more credit risk and higher credit losses to the extent loans are concentrated by exposure to individual borrowers or the location or industry of borrowers or collateral

  • Dropped

    The effects of global physical climate risks, severe weather events or health emergencies may have an effect on the performance of Fifth Third’s loan portfolios, thereby adversely impacting its results of operations

    Credit losses from loan concentrations by borrower, location, or industry.

  • Dropped

    Additionally, a downgrade of the credit rating of any particular security issued by Fifth Third or its subsidiaries could negatively affect the ability of the holders of that security to sell the securities and the prices at which any such securities may be sold

  • DroppedOPERATIONAL RISKS

    Fifth Third is exposed to cybersecurity risks that create both operational and reputational risk for the Bank and its customers across all lines of business

  • DroppedOPERATIONAL RISKS

    Fifth Third relies on its systems and certain third-party service providers and certain failures (including those related to cybersecurity or weather events exacerbated by climate change) could materially adversely affect operations

    Global physical climate risks and severe weather impacts on loan performance.

  • DroppedOPERATIONAL RISKS

    Fifth Third may experience operational disruption from the effects of climate change

  • DroppedLEGAL AND REGULATORY COMPLIANCE RISKS

    Fifth Third may be required to repurchase residential mortgage loans or reimburse investors and others as a result of breaches in contractual representations and warranties

  • DroppedLEGAL AND REGULATORY COMPLIANCE RISKS

    Fifth Third could face serious negative consequences if its third-party service providers, business partners, customers or investments fail to comply with applicable laws, rules or regulations

    Credit rating downgrades impacting security holder sales and prices.

  • DroppedLEGAL AND REGULATORY COMPLIANCE RISKS

    Deposit insurance premiums levied against the Bank could increase further if the number of bank failures increase or the cost of resolving failed banks increases

  • DroppedLEGAL AND REGULATORY COMPLIANCE RISKS

    Fifth Third’s mortgage banking net revenue can be volatile from quarter to quarter

  • DroppedSTRATEGIC RISKS

    Fifth Third has businesses other than banking that are subject to a variety of risks

    Cybersecurity risks creating operational and reputational risk across lines of business.

  • DroppedGENERAL BUSINESS RISKS

    Societal responses to climate change could adversely affect Fifth Third’s business and performance, including indirectly through impacts on Fifth Third’s customers

    System and third-party provider failures affecting operations and data storage.

  • DroppedGENERAL BUSINESS RISKS

    The U.S. government has adopted or proposed a variety of measures and new regulations, including modifications to liquidity, long-term debt and capital requirements, enhancing existing stress testing frameworks, and may include additional special assessments to recover losses to the DIF

Reworded

  • 90% rewritten

    Fifth Third and/or the holders of its securities could be adversely affected by unfavorable ratings from rating agencies

    Added risks that rating downgrades could affect deposit retention and cause counterparties to raise collateral requirements.

  • 83% rewrittenSTRATEGIC RISKS

    Damage to Fifth Third’s reputation could harm its business

    Added that social media now facilitates the rapid dissemination of information and misinformation affecting bank reputation.

  • 77% rewrittenSTRATEGIC RISKS

    Future acquisitions may dilute current shareholders’ ownership of Fifth Third and may cause Fifth Third to become more susceptible to adverse economic events

    Removed sentences regarding selling businesses or investments, which were moved to a separate new risk.

  • 76% rewrittenLEGAL AND REGULATORY COMPLIANCE RISKS

    Government regulation and legislation subject Fifth Third to restrictions, oversight and/or costs that may have an impact on Fifth Third’s business, financial condition, results of operations or the price of its common stock

    Explicitly listed specific subsidiary business lines subject to extensive federal and state regulation.

    Was: Government regulation and legislation subject Fifth Third and other financial institutions to restrictions, oversight and/or costs that may have an impact on Fifth Third’s business, financial condition, results of operations or the price of its common stock

  • 75% rewrittenOPERATIONAL RISKS

    New technological advancements, such as AI, may subject Fifth Third to additional risks

    Removed specific references to AI and blockchain, generalizing the risk to new technology implementation challenges.

    Was: New technological advancements may subject Fifth Third to additional risks

  • 73% rewrittenSTRATEGIC RISKS

    Fifth Third is subject to environmental, social and governance risks that could adversely affect its reputation, the trading price of its common stock and/or its business, operations and earnings

    Added state-level actions limiting business with financial institutions that discriminate against industries based on ESG criteria.

  • 67% rewrittenSTRATEGIC RISKS

    If Fifth Third does not respond to intense competition and rapid changes in the financial services industry or otherwise adapt to changing customer preferences, its financial performance may suffer

    Added private credit and financial technology companies to the list of competitive threats.

  • 67% rewrittenSTRATEGIC RISKS

    Changes in retail distribution strategies and consumer behavior may adversely impact Fifth Third’s investments in its bank premises and equipment and other assets and may lead to increased expenditures to change its retail distribution channel

    Added that Fifth Third expects to continue investing in physical branches alongside digital distribution channels.

  • 62% rewritten

    Deteriorating credit quality has adversely impacted Fifth Third in the past and may adversely impact Fifth Third in the future

  • 56% rewrittenOPERATIONAL RISKS

    Fifth Third may experience losses related to fraud, theft or violence

  • 46% rewrittenLEGAL AND REGULATORY COMPLIANCE RISKS

    Changes in interest rates could affect Fifth Third’s income and cash flows

  • 44% rewrittenLEGAL AND REGULATORY COMPLIANCE RISKS

    Fifth Third is subject to various regulatory requirements that may limit its operations and potential growth

  • 41% rewritten

    The Bancorp’s ability to receive dividends from its subsidiaries accounts for most of its revenue and could affect its liquidity and ability to pay dividends

  • 34% rewrittenLEGAL AND REGULATORY COMPLIANCE RISKS

    As a regulated entity, the Bancorp is subject to certain capital requirements that may limit its operations, potential growth and ability to pay or increase dividends on its common stock or to repurchase its capital stock

  • 31% rewritten

    Fifth Third must maintain adequate sources of funding and liquidity

  • 31% rewrittenGENERAL BUSINESS RISKS

    The preparation of financial statements requires Fifth Third to make subjective determinations and use estimates that may vary from actual results and materially impact its financial position or results of operations

    Was: The preparation of financial statements requires Fifth Third to make subjective determinations and use estimates that may vary from actual results and materially impact its results of operations or financial position

  • 29% rewrittenLEGAL AND REGULATORY COMPLIANCE RISKS

    Global and domestic political, social, economic and public health uncertainties and changes may adversely affect Fifth Third

    Was: Global and domestic political, social and economic uncertainties and changes may adversely affect Fifth Third

  • 22% rewritten

    Inability to refinance in public or private capital markets could cause a default that impacts Fifth Third borrowers

    Was: Inability to refinance in capital markets could cause a default that impacts Fifth Third borrowers

  • 21% rewrittenOPERATIONAL RISKS

    Fifth Third could suffer if it fails to attract and retain skilled personnel

  • 21% rewrittenOPERATIONAL RISKS

    Fifth Third may not be able to successfully implement future information technology system enhancements, which could adversely affect Fifth Third’s business operations and profitability

All 47 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01Deteriorating credit quality has adversely impacted Fifth Third in the past and may adversely impact Fifth Third in the future62% rewritten
  2. 02Problems encountered by other financial institutions could adversely affect financial markets generally and have direct and indirect adverse effects on Fifth Third
  3. 03Inability to refinance in public or private capital markets could cause a default that impacts Fifth Third borrowers22% rewritten
  4. 04Fifth Third must maintain adequate sources of funding and liquidity31% rewritten
  5. 05Fifth Third and/or the holders of its securities could be adversely affected by unfavorable ratings from rating agencies90% rewritten
  6. 06If Fifth Third is unable to maintain or grow its deposits, it may be subject to paying higher funding costs
  7. 07The Bancorp’s ability to receive dividends from its subsidiaries accounts for most of its revenue and could affect its liquidity and ability to pay dividends41% rewritten

OPERATIONAL RISKS

  1. 08Fifth Third’s business is dependent on the availability and performance of operational and information technology systems, including those provided by third-party service providers. Interruptions or failures could materially adversely affect operationsNew
  2. 09Fifth Third’s business is conducted primarily via digital and information technology systems. This includes the use of digital applications, cloud computing and third- and fourth-party providers that host and store customer, employee and operational informationNew
  3. 10Fifth Third may not be able to effectively manage organizational changes and implement key initiatives in a timely fashion, or at all, due to competing priorities which could adversely affect its business, financial condition, results of operations and reputation
  4. 11Fifth Third may not be able to successfully implement future information technology system enhancements, which could adversely affect Fifth Third’s business operations and profitability21% rewritten
  5. 12New technological advancements, such as AI, may subject Fifth Third to additional risks75% rewritten
  6. 13Fifth Third may experience losses related to fraud, theft or violence56% rewritten
  7. 14Fifth Third could suffer if it fails to attract and retain skilled personnel21% rewritten

LEGAL AND REGULATORY COMPLIANCE RISKS

  1. 15Fifth Third is subject to extensive governmental regulation which could adversely impact Fifth Third or the businesses in which Fifth Third is engagedNew
  2. 16Government regulation and legislation subject Fifth Third to restrictions, oversight and/or costs that may have an impact on Fifth Third’s business, financial condition, results of operations or the price of its common stock76% rewritten
  3. 17effect on its business, financial condition and results of operations. Additionally, legislation or regulatory reform could affect the behaviors of third parties that Fifth Third deals within the course of business, such as rating agencies, insurance companies and investorsNew
  4. 18Fifth Third could suffer from unauthorized use of intellectual property
  5. 19Fifth Third is subject to various regulatory requirements that may limit its operations and potential growth44% rewritten
  6. 20As a regulated entity, the Bancorp is subject to certain capital requirements that may limit its operations, potential growth and ability to pay or increase dividends on its common stock or to repurchase its capital stock34% rewritten
  7. 21Deposit insurance premiums levied against the Bank could increaseNew
  8. 22If an orderly liquidation of a systemically important BHC or non-bank financial company were triggered, Fifth Third could face assessments for the Orderly Liquidation Fund
  9. 23Weakness in the U.S. economy, including within Fifth Third’s geographic footprint, has adversely affected Fifth Third in the past and may adversely affect Fifth Third in the future
  10. 24Global and domestic political, social, economic and public health uncertainties and changes may adversely affect Fifth Third29% rewritten
  11. 25Changes in interest rates could affect Fifth Third’s income and cash flows46% rewritten
  12. 26Changes and trends in the capital markets may affect Fifth Third’s income and cash flows
  13. 27Fifth Third’s stock price is volatile
  14. 28Changes in the market could impact Fifth Third’s mortgage banking businessNew

STRATEGIC RISKS

  1. 29If Fifth Third does not respond to intense competition and rapid changes in the financial services industry or otherwise adapt to changing customer preferences, its financial performance may suffer67% rewritten
  2. 30reputation, talent and price. For example, as a result of the GENIUS Act, passed in 2025 to provide a regulatory framework for stablecoins in the U.S., increased competition may emerge from issuers of stablecoins and providers of related technologyNew
  3. 31Industry adoption of real-time payments networks could negatively impact financial performance through reductions in product profitability, increased liquidity reserves and the potential for increased fraud losses, among other risks
  4. 32Changes in retail distribution strategies and consumer behavior may adversely impact Fifth Third’s investments in its bank premises and equipment and other assets and may lead to increased expenditures to change its retail distribution channel67% rewritten
  5. 33Difficulties in identifying suitable acquisition or investment opportunities, integrating acquisitions, or evaluating or entering into strategic investments and relationships may hinder Fifth Third from achieving the expected benefits from these acquisitions, investments or relationshipsNew
  6. 34Future acquisitions may dilute current shareholders’ ownership of Fifth Third and may cause Fifth Third to become more susceptible to adverse economic events77% rewritten
  7. 35Fifth Third may sell certain businesses or investments but such sales may not yield desired gains or equity increases. Additionally, lost income from these sales could have an adverse effect on its future earnings and growthNew
  8. 36Damage to Fifth Third’s reputation could harm its business83% rewritten
  9. 37Fifth Third is subject to environmental, social and governance risks that could adversely affect its reputation, the trading price of its common stock and/or its business, operations and earnings73% rewritten

GENERAL BUSINESS RISKS

  1. 38Changes in accounting standards or interpretations could impact Fifth Third’s reported financial condition and earnings
  2. 39Fifth Third uses models for business planning purposes that may not adequately predict future results
  3. 40Fifth Third’s framework for managing risks may not be effective in mitigating its risk and loss
  4. 41The preparation of financial statements requires Fifth Third to make subjective determinations and use estimates that may vary from actual results and materially impact its financial position or results of operations31% rewritten
  5. 42Severe weather events may impact Fifth Third’s loan portfolio and operationsNew

RISKS RELATING TO THE ACQUISITION AND INTEGRATION OF COMERICA INCORPORATED (“THE COMERICA MERGER”)

  1. 43Fifth Third expects to incur substantial expenses related to the Comerica Merger and to the integration of ComericaNew
  2. 44Fifth Third may fail to realize all of the anticipated benefits of the Comerica Merger, or those benefits may take longer to realize than expected due to factors that may be outside Fifth Third’s or Comerica’s control. Fifth Third may also encounter significant difficulties in integrating ComericaNew
  3. 45perform relative to its expectations, and that Fifth Third may not achieve the benefits it expects, which could, among other things, also result in a write-down of goodwill and other intangible assets associated with the Comerica MergerNew
  4. 46Fifth Third’s future results may suffer if Fifth Third does not effectively manage its expanded operations following the Comerica MergerNew
  5. 47Following completion of the Comerica Merger, Fifth Third may be subject to business uncertainties that could adversely affect Fifth Third’s business and operationsNew

Other Fifth Third Bancorp 10-Ks

  • FY2024 10-K risk factors
    45 risks

    Credit and loan portfolio quality, capital and deposit funding requirements, and regulatory supervision dominate Fifth Third Bancorp's risk factors.

    Filed Feb 24, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.