Fifth Third awards PSUs tied to Comerica integration; CEO receives $5M grant

FIFTH THIRD BANCORP

CEO Timothy Spence receives PSU grant with $5M value, shares must be held until 2031.
COO James Leonard receives PSU award value of $1.5M; CFO, CRO, CIO each $1M.
PSUs vest 50% on first anniversary, 50% on second; payout 0-125% based on integration scorecard.
Performance period from Feb 1, 2026 to Dec 31, 2026; forfeiture risk if ROTCE below 2%.
Awards designed to incentivize successful merger integration with Comerica.

item 5.02

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