Capital Actions

9 Months Ended

Sep. 30, 2025

Equity [Abstract]

Capital Actions

Capital Actions

Redemption of Preferred Stock

On September 30, 2025, the Bancorp redeemed all 14,000 outstanding shares of its 4.500% fixed-rate reset non-cumulative perpetual preferred stock, Series L, and the corresponding depositary shares, pursuant to its terms and conditions. Prior to the redemption, the dividend rate on the Series L preferred stock was set to reach its first dividend reset date at which time the dividend would have reset to the five-year U.S. Treasury rate plus 4.215%. The redemption of the Series L preferred stock resulted in a reduction to net income available to common shareholders of $4 million, which was recognized as incremental dividends on preferred stock in the Bancorp’s Condensed Consolidated Statements of Income.

Accelerated Share Repurchase Transactions

During the nine months ended September 30, 2025, the Bancorp entered into and settled accelerated share repurchase transactions. As part of these transactions, the Bancorp entered into forward contracts in which the final number of shares delivered at settlement was based on a discount to the average daily volume-weighted average price of the Bancorp’s common stock during the respective terms of each repurchase agreement. Each accelerated share repurchase was treated as two separate transactions: (i) the repurchase of treasury shares on the repurchase date and (ii) a forward contract indexed to the Bancorp’s common stock.

The following table presents a summary of the Bancorp’s accelerated share repurchase transactions that were entered into and settled during the nine months ended September 30, 2025:

Repurchase Date	Amount ($ in millions)		Shares Repurchased on Repurchase Date	Shares Received from Forward Contract Settlement	Total Shares Repurchased	Final Settlement Date
January 23, 2025	$	225	4,353,517	888,865	5,242,382	March 5, 2025
July 21, 2025(a)	300		5,926,098	1,003,254	6,929,352	September 29, 2025

(a)This accelerated share repurchase transaction consisted of two supplemental confirmations, each with a notional amount of $150 million.

The Bancorp increased the cost basis of shares repurchased during the nine months ended September 30, 2025 by $4 million as a result of the excise tax on share repurchases.