FITB / Fifth Third Bancorp - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

الخامسة الثالثة بانكورب
US ˙ NasdaqGS ˙ US3167731005

الإحصائيات الأساسية
LEI THRNG6BD57P9QWTQLG42
CIK 35527
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Fifth Third Bancorp
SEC Filings (Chronological Order)
توفر هذه الصفحة قائمة كاملة ومرتبة ترتيبًا زمنيًا لتصريحات هيئة الأوراق المالية والبورصات، باستثناء تصريحات الملكية التي نقدمها في مكان آخر.
August 5, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2025 Commission File Number 001-33653 Fi

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2025 Commission File Number 001-33653 Fifth Third Bancorp (Exact name of Registrant as specified in its charter) Ohio 31-0854434 (State or other jurisdiction (I.R.S. Employ

August 5, 2025 EX-10.2

Fifth Third Bancorp 2024 Amended Incentive Compensation Plan.

Exhibit 10.2 FIFTH THIRD BANCORP 2024 AMENDED INCENTIVE COMPENSATION PLAN [THIS PAGE INTENTIONALLY LEFT BLANK] Table of Contents Page Article 1 ESTABLISHMENT, PURPOSE, AND DURATION A-1 1.1.Establishment of the Plan A-1 1.2.Purpose of the Plan A-1 1.3.Duration of the Plan A-1 Article 2 DEFINITIONS AND CONSTRUCTION A-1 2.1. Definitions A-1 2.2. Interpretation A-4 2.3. Severability A-5 Article 3 ADMI

August 5, 2025 EX-32.II

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.

Exhibit 32(ii) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Fifth Third Bancorp (the “Registrant”) on Form 10-Q for the period ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bryan D. Preston, Executive Vice President an

August 5, 2025 EX-10.1

2025 Restricted Stock Unit Grant Agreement (for Directors).

Exhibit 10.1 Restricted Stock Unit Grant Agreement #ParticipantName# It is my pleasure to inform you that you are hereby granted an award of Restricted Stock Units (“Grant”) subject to the terms and conditions contained in this Grant Agreement and the terms of the Fifth Third Bancorp 2024 Incentive Compensation Plan (the “Plan”) (collectively, the Grant Agreement and Plan shall be referred to here

August 5, 2025 EX-31.I

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.

Exhibit 31(i) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Timothy N.

August 5, 2025 EX-32.I

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.

Exhibit 32(i) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Fifth Third Bancorp (the “Registrant”) on Form 10-Q for the period ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy N. Spence, Chairman, Chief Executive O

August 5, 2025 EX-31.II

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.

Exhibit 31(ii) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Bryan D.

July 21, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 18, 2025 Fifth Third Bancorp (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 18, 2025 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

July 17, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 17, 2025 Fifth Third Bancorp (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 17, 2025 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

July 17, 2025 EX-99.2

© Fifth Third Bancorp | All Rights Reserved Fifth Third Bancorp 2Q25 Earnings Presentation July 17, 2025 Refer to earnings release dated July 17, 2025 for further information. © Fifth Third Bancorp | All Rights Reserved This presentation contains sta

© Fifth Third Bancorp | All Rights Reserved Fifth Third Bancorp 2Q25 Earnings Presentation July 17, 2025 Refer to earnings release dated July 17, 2025 for further information.

July 17, 2025 EX-99.1

Fifth Third Bancorp Reports Second Quarter 2025 Diluted Earnings Per Share of $0.88 Accelerating revenue growth led by continued loan growth and net interest margin expansion Reported results included a negative $0.02 impact from certain items on pag

Fifth Third Bancorp Reports Second Quarter 2025 Diluted Earnings Per Share of $0.88 Accelerating revenue growth led by continued loan growth and net interest margin expansion Reported results included a negative $0.02 impact from certain items on page 2 Key Financial Data Key Highlights $ in millions for all balance sheet and income statement items 2Q25 1Q25 2Q24 Stability: •Net charge-off ratio(b

June 30, 2025 424B2

Common Stock Preferred Stock Depositary Shares Senior Debt Securities Subordinated Debt Securities Stock Purchase Contracts

424B2 Filed Pursuant to Rule 424(b)(2) Registration Statement No. 333-286007 PROSPECTUS Common Stock Preferred Stock Depositary Shares Warrants Senior Debt Securities Subordinated Debt Securities Stock Purchase Contracts Units This prospectus applies to market-making offers and sales of all outstanding common stock, preferred stock, depositary shares, warrants, senior debt securities, subordinated

June 30, 2025 EX-FILING FEES

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 FIFTH THIRD BANCORP Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Equity Common Stock, no par value, of Fifth Third Bancorp Other 0.

June 25, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 25, 2025 Fifth Third Bancorp (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 25, 2025 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

June 16, 2025 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 13, 2025 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

June 16, 2025 EX-99.1

Fifth Third Bancorp Announces Share Repurchase Authorization

NEWS RELEASE CONTACTS Matt Curoe (Investor Relations) June 16, 2025 [email protected] | 513-534-2345 Jennifer Hendricks Sullivan (Media Relations) [email protected] | 614-744-7693 Source: Fifth Third Bancorp Fifth Third Bancorp Announces Share Repurchase Authorization CINCINNATI – Today, Fifth Third Bancorp announced that its Board of Directors approved a new share repurchase auth

June 10, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 10, 2025 Fifth Third Bancorp (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 10, 2025 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

June 10, 2025 EX-99.1

© Fifth Third Bancorp | All Rights Reserved Morgan Stanley US Financials Conference Bryan Preston Chief Financial Officer June 10, 2025 2 © Fifth Third Bancorp | All Rights Reserved Cautionary Statement This presentation contains statements that we b

a2025morganstanleyconfer © Fifth Third Bancorp | All Rights Reserved Morgan Stanley US Financials Conference Bryan Preston Chief Financial Officer June 10, 2025 2 © Fifth Third Bancorp | All Rights Reserved Cautionary Statement This presentation contains statements that we believe are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder.

May 6, 2025 EX-31.I

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.

Exhibit 31(i) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Timothy N.

May 6, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2025 Commission File Number 001-33653 F

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2025 Commission File Number 001-33653 Fifth Third Bancorp (Exact name of Registrant as specified in its charter) Ohio 31-0854434 (State or other jurisdiction (I.R.S. Emplo

May 6, 2025 EX-32.II

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.

Exhibit 32(ii) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Fifth Third Bancorp (the “Registrant”) on Form 10-Q for the period ended March 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bryan D. Preston, Executive Vice President a

May 6, 2025 EX-32.I

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.

Exhibit 32(i) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Fifth Third Bancorp (the “Registrant”) on Form 10-Q for the period ended March 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy N. Spence, Chairman, Chief Executive

May 6, 2025 EX-31.II

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.

Exhibit 31(ii) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Bryan D.

May 6, 2025 EX-10.1

Supplemental Confirmation dated January 22, 2025, to Master Confirmation dated December 13, 2024, for accelerated share repurchase transaction between Fifth Third Bancorp and RBC Capital Markets, LLC, as agent for Royal Bank of Canada.

Exhibit 10.1 *CERTAIN INFORMATION IDENTIFIED WITH A MARK OF [**] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITVELY HARMFUL IF PUBLICLY DISCLOSED SCHEDULE A SUPPLEMENTAL CONFIRMATION To: Fifth Third Bancorp Fifth Third Center Cincinnati, Ohio 45263 From: RBC Capital Markets, LLC as Agent for Royal Bank of Canada Brookfield Place 200 Vesey Street

April 17, 2025 EX-99.2

© Fifth Third Bancorp | All Rights Reserved Fifth Third Bancorp 1Q25 Earnings Presentation April 17, 2025 Refer to earnings release dated April 17, 2025 for further information. © Fifth Third Bancorp | All Rights Reserved This presentation contains s

© Fifth Third Bancorp | All Rights Reserved Fifth Third Bancorp 1Q25 Earnings Presentation April 17, 2025 Refer to earnings release dated April 17, 2025 for further information.

April 17, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 17, 2025 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

April 17, 2025 EX-99.1

Fifth Third Bancorp Reports First Quarter 2025 Diluted Earnings Per Share of $0.71 Loan growth, net interest margin expansion, and expense discipline leads to positive operating leverage Reported results included a negative $0.02 impact from certain

Fifth Third Bancorp Reports First Quarter 2025 Diluted Earnings Per Share of $0.71 Loan growth, net interest margin expansion, and expense discipline leads to positive operating leverage Reported results included a negative $0.02 impact from certain items on page 2 Key Financial Data Key Highlights $ in millions for all balance sheet and income statement items 1Q25 4Q24 1Q24 Stability: •Resilient

April 17, 2025 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 15, 2025 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

April 15, 2025 EX-99.1

© Fifth Third Bancorp | All Rights Reserved © Fifth Third Bancorp | All Rights Reserved Annual Meeting of Shareholders April 15, 2025 © Fifth Third Bancorp | All Rights Reserved • Call to Order • Introductions • Matters to be Acted Upon 1. Nomination

© Fifth Third Bancorp | All Rights Reserved © Fifth Third Bancorp | All Rights Reserved Annual Meeting of Shareholders April 15, 2025 © Fifth Third Bancorp | All Rights Reserved • Call to Order • Introductions • Matters to be Acted Upon 1.

April 15, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 15, 2025 (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

March 21, 2025 EX-25.(B)

Form T-1 Statement of Eligibility of Wilmington Trust Company to act as trustee under the Indenture for Subordinated Debt Securities, as amended.*

EX-25.(b) Exhibit 25(b) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST COMPANY (Exact name of Trustee as specified in its charter) Delaware 51-0055023 (Jurisdic

March 21, 2025 EX-23.(A)

Consent of Deloitte & Touche LLP.*

EX-23.(a) Exhibit 23(a) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-3 of our reports dated February 24, 2025, relating to the consolidated financial statements of Fifth Third Bancorp and subsidiaries (the “Bancorp”), and the effectiveness of the Bancorp’s internal control over financial reporting, ap

March 21, 2025 S-3ASR

As filed with the Securities and Exchange Commission on March 21, 2025

Table of Contents As filed with the Securities and Exchange Commission on March 21, 2025 Registration Statement No.

March 21, 2025 EX-25.(A)

Form T-1 Statement of Eligibility of Wilmington Trust Company to act as trustee under the Indenture for Senior Debt Securities.*

EX-25.(a) Exhibit 25(a) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST COMPANY (Exact name of Trustee as specified in its charter) Delaware 51-0055023 (Jurisdic

March 21, 2025 EX-FILING FEES

Filing Fee Table.*

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Fifth Third Bancorp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities (1) Security Type Security Class Title (1) Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration

March 6, 2025 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 4, 2025 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

March 4, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 4, 2025 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

March 4, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

DEFA14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 4, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant  ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE

March 4, 2025 EX-99.1

© Fifth Third Bancorp | All Rights Reserved © Fifth Third Bancorp | All Rights Reserved RBC Capital Markets Financial Institutions Conference Bryan Preston Chief Financial Officer March 5, 2025 © Fifth Third Bancorp | All Rights Reserved This present

© Fifth Third Bancorp | All Rights Reserved © Fifth Third Bancorp | All Rights Reserved RBC Capital Markets Financial Institutions Conference Bryan Preston Chief Financial Officer March 5, 2025 © Fifth Third Bancorp | All Rights Reserved This presentation contains statements that we believe are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder.

February 24, 2025 EX-10.4

Second Amendment to Fifth Third Bancorp 401(k) Savings Plan, as Amended and Restated.

Exhibit 10.4 SECOND AMENDMENT TO THE FIFTH THIRD BANCORP 401(K) SAVINGS PLAN (January 1, 2020 Restatement) WHEREAS, Fifth Third Bancorp (“Fifth Third”) sponsors and maintains the Fifth Third Bancorp 401(k) Savings Plan, as amended and restated effective January 1, 2020; and as subsequently amended (“Plan”); WHEREAS, Fifth Third desires to amend the Plan to provide for service crediting for employe

February 24, 2025 EX-32.II

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.

Exhibit 32(ii) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Fifth Third Bancorp (the “Registrant”) on Form 10-K for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bryan D. Preston, Executive Vice President and

February 24, 2025 EX-10.65

Master Confirmation dated December 13, 2024, for accelerated share repurchase transaction between Fifth Third Bancorp, Royal Bank of Canada and RBC Capital Markets, LLC.

Exhibit 10.65 Opening Transaction To: Fifth Third Bancorp 38 Fountain Square Plaza Cincinnati, Ohio 45263 From: RBC Capital Markets, LLC as Agent for Royal Bank of Canada Brookfield Place 200 Vesey Street New York, NY 10281-1021 Telephone: (212) 858-7000 Internal Reference: [ ] Re: Accelerated Stock Buyback Ref. No: As provided in the Supplemental Confirmation Date: This master confirmation (this

February 24, 2025 EX-32.I

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.

Exhibit 32(i) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Fifth Third Bancorp (the “Registrant”) on Form 10-K for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy N. Spence, Chairman, Chief Executive Of

February 24, 2025 EX-19

Enterprise Insider Trading and Ethical Investing Policy.

Exhibit 19 Enterprise Insider Trading and Ethical Investing Policy 1.Policy Statement This Policy sets forth standards of conduct applicable to all directors and employees of Fifth Third whenever you or any of your Family Members (defined below) are conducting securities transactions, whether on behalf of yourself or others. “Family Members” include (a) your spouse and any other relatives who resi

February 24, 2025 EX-21

Fifth Third Bancorp Subsidiaries, as of February 15, 2025.

Exhibit 21 FIFTH THIRD BANCORP SUBSIDIARIES As of February 15, 2025 Name Jurisdiction of Incorporation Fifth Third Financial Corporation Ohio Fifth Third Bank, National Association United States 53 AMRC Solar Trust Delaware 53 ANEE Solar Trust Delaware 53 APA Solar Trust Delaware 53 BR Solar Trust Delaware 53 GEC Solar Trust Delaware 53 GSE Solar Trust Delaware 53 GSE Solar Trust 2 Delaware 53 HS

February 24, 2025 EX-10.75

2025 Restricted Stock Unit Agreement (for Executive Officers).

Exhibit 10.75 Restricted Stock Unit Grant Agreement [Participant Name] It is my pleasure to inform you that you are hereby granted an award of Restricted Stock Units (“Grant”) subject to the terms and conditions of this Grant Agreement, the applicable Long-Term Incentive Compensation Program Overview (“Overview”) and the terms of the Fifth Third Bancorp 2024 Incentive Compensation Plan (the “Plan”

February 24, 2025 EX-10.74

2025 Performance Share Award Agreement.

Exhibit 10.74 Performance Share Award Agreement [Participant Name] It is my pleasure to inform you that you are hereby granted a Performance Share Award (“Award”), subject to the terms and conditions contained in this Award Agreement, the applicable Long-Term Incentive Compensation Program Overview (“Overview”) and the terms of the Fifth Third Bancorp 2024 Incentive Compensation Plan (the “Plan”)

February 24, 2025 EX-10.73

2024 Long-Term Incentive Compensation Program Overview February 2025 Grants

Exhibit 10.73 Long-Term Incentive Overview Long-Term Incentive Compensation Program Overview Executive Awards Granted in 2025 There are three primary components of compensation at Fifth Third Bank: Base Salary, Variable Compensation (VC), and Long-Term Incentive Compensation (LTI). The following pages, the Fifth Third Bancorp 2024 Incentive Compensation Plan (“Plan”) and the applicable award agree

February 24, 2025 EX-10.3

First Amendment to Fifth Third Bancorp 401(k) Savings Plan, as Amended and Restated.

Exhibit 10.3 FIRST AMENDMENT TO THE FIFTH THIRD BANCORP 401(K) SAVINGS PLAN (January 1, 2020 Restatement) WHEREAS, Fifth Third Bancorp (“Fifth Third”) sponsors and maintains the Fifth Third Bancorp 401(k) Savings Plan, as amended and restated effective January 1, 2020 (“Plan”); WHEREAS, Fifth Third desires to amend the Plan in accordance with the IRS’s request in connection with the Plan’s determi

February 24, 2025 EX-10.5

Third Amendment to Fifth Third Bancorp 401(k) Savings Plan, as Amended and Restated.

Exhibit 10.5 THIRD AMENDMENT TO THE FIFTH THIRD BANCORP 401(K) SAVINGS PLAN (January 1, 2020 Restatement) WHEREAS, Fifth Third Bancorp (“Fifth Third”) sponsors and maintains the Fifth Third Bancorp 401(k) Savings Plan, as amended and restated effective January 1, 2020, and as subsequently amended (the “Plan”); WHEREAS, Fifth Third desires to amend the Plan to implement certain provisions of the CA

February 24, 2025 10-K

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, 2024 Commission File Number 001-33653 Fifth

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, 2024 Commission File Number 001-33653 Fifth Third Bancorp (Exact name of Registrant specified in its charter) Ohio 31-0854434 (State or other jurisdiction of incorporation or o

February 24, 2025 EX-10.6

Fourth Amendment to Fifth Third Bancorp 401(k) Savings Plan, as Amended and Restated.

Exhibit 10.6 FOURTH AMENDMENT TO THE FIFTH THIRD BANCORP 401(K) SAVINGS PLAN (January 1, 2020 Restatement) WHEREAS, Fifth Third Bancorp (“Fifth Third”) sponsors and maintains the Fifth Third Bancorp 401(k) Savings Plan, as amended and restated effective January 1, 2020, and as subsequently amended (the “Plan”); WHEREAS, in connection with the asset purchase agreement between Fifth Third Bank, Nati

February 24, 2025 EX-31.II

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.

Exhibit 31(ii) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Bryan D.

February 24, 2025 EX-10.64

Supplemental Confirmation dated October 21, 2024, to Master Confirmation dated July 29, 2015, for accelerated share repurchase transaction between Fifth Third Bancorp and Morgan Stanley & Co. LLC.

Exhibit 10.64 *CERTAIN INFORMATION IDENTIFIED WITH A MARK OF [**] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED SUPPLEMENTAL CONFIRMATION To: Fifth Third Bancorp Fifth Third Center Cincinnati, Ohio 45263 From: Morgan Stanley & Co. LLC Subject: Accelerated Stock Buyback Date: October 21, 2024 The purpose of this

February 24, 2025 EX-31.I

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.

Exhibit 31(i) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Timothy N.

February 24, 2025 EX-10.7

Fifth Amendment to Fifth Third Bancorp 401(k) Savings Plan, as Amended and Restated.

Exhibit 10.7 FIFTH AMENDMENT TO THE FIFTH THIRD BANCORP 401(K) SAVINGS PLAN (January 1, 2020 Restatement) WHEREAS, Fifth Third Bancorp (“Fifth Third”) sponsors the Fifth Third Bancorp 401(k) Savings Plan as amended and restated effective January 1, 2020, and as subsequently amended (the “Plan”); WHEREAS, Fifth Third desires to amend the Plan to provide service crediting for employees acquired from

February 24, 2025 EX-10.8

Sixth Amendment to Fifth Third Bancorp 401(k) Savings Plan, as Amended and Restated.

Exhibit 10.8 SIXTH AMENDMENT TO THE FIFTH THIRD. BANCORP 401(k) SAVINGS PLAN (January 1, 2020 Restatement) WHEREAS, Fifth Third Bancorp ("Fifth Third") maintains the Fifth Third Bancorp 401(k) Savings Plan as amended and restated effective January 1, 2020, and as subsequently amended (the "Plan") for the benefit of its employees eligible to participate therein; WHEREAS, Fifth Third desires to amen

February 3, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 3, 2025 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

February 3, 2025 EX-99.1

© Fifth Third Bancorp | All Rights Reserved © Fifth Third Bancorp | All Rights Reserved Fifth Third Bancorp Investor Meetings February 2025 © Fifth Third Bancorp | All Rights Reserved This presentation contains statements that we believe are “forward

© Fifth Third Bancorp | All Rights Reserved © Fifth Third Bancorp | All Rights Reserved Fifth Third Bancorp Investor Meetings February 2025 © Fifth Third Bancorp | All Rights Reserved This presentation contains statements that we believe are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder.

January 23, 2025 EX-99.1

# # #

Exhibit 99.1 Key Financial Data $ in millions for all balance sheet and income statement items 4Q24 3Q24 4Q23 Income Statement Data Net income available to common shareholders $582 $532 $492 Net interest income (U.S. GAAP) 1,437 1,421 1,416 Net interest income (FTE)(a) 1,443 1,427 1,423 Noninterest income 732 711 744 Noninterest expense 1,226 1,244 1,455 Per Share Data Earnings per share, basic $0

January 23, 2025 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 23, 2025 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

January 23, 2025 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 22, 2025 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

January 21, 2025 EX-99.2

© Fifth Third Bancorp | All Rights Reserved Ó Fifth Third Bancorp | All Rights Reserved Fifth Third Bancorp 4Q24 Earnings Presentation January 21, 2025 Refer to earnings release dated January 21, 2025 for further information. © Fifth Third Bancorp |

© Fifth Third Bancorp | All Rights Reserved Ó Fifth Third Bancorp | All Rights Reserved Fifth Third Bancorp 4Q24 Earnings Presentation January 21, 2025 Refer to earnings release dated January 21, 2025 for further information.

January 21, 2025 EX-99.1

Fifth Third Bancorp Reports Fourth Quarter 2024 Diluted Earnings Per Share of $0.85 Strong returns driven by growth in loans and fees and improvement in net interest margin Reported results included a negative $0.05 impact from certain items on page

Fifth Third Bancorp Reports Fourth Quarter 2024 Diluted Earnings Per Share of $0.85 Strong returns driven by growth in loans and fees and improvement in net interest margin Reported results included a negative $0.05 impact from certain items on page 2 Key Financial Data Key Highlights $ in millions for all balance sheet and income statement items 4Q24 3Q24 4Q23 Stability: •Resilient balance sheet

January 21, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 21, 2025 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

December 19, 2024 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 17, 2024 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

December 10, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 10, 2024 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

December 10, 2024 EX-99.1

© Fifth Third Bancorp | All Rights Reserved © Fifth Third Bancorp | All Rights Reserved Goldman Sachs Financial Services Conference Tim Spence Chairman, Chief Executive Officer and President December 11, 2024 © Fifth Third Bancorp | All Rights Reserv

© Fifth Third Bancorp | All Rights Reserved © Fifth Third Bancorp | All Rights Reserved Goldman Sachs Financial Services Conference Tim Spence Chairman, Chief Executive Officer and President December 11, 2024 © Fifth Third Bancorp | All Rights Reserved Fifth Third Bancorp | All Rights Reserved This presentation contains statements that we believe are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder.

November 14, 2024 SC 13G/A

SCS / Steelcase Inc. / FIFTH THIRD BANCORP - SC 13G/A Passive Investment

SC 13G/A 1 steelcase13ga-92024.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 27)* Steelcase Inc. (Name of Issuer) Class A Common Stock (Title of Class

November 14, 2024 EX-99.1

Joint Filing Agreement

EX-99.1 2 a991steelcasejointfilingag.htm EX-99.1 EXHIBIT 99.1 In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of this Statement on Schedule 13G (including any and all amendments thereto) with respect to the Class A Common Stock of Steelcase Inc. and further agree to the filing of this agreement as an Exhibit there

November 6, 2024 EX-99.1

© Fifth Third Bancorp | All Rights Reserved © Fifth Third Bancorp | All Rights Reserved BancAnalysts Association of Boston Conference Jamie Leonard | Chief Operating Officer Bryan Preston | Chief Financial Officer November 8, 2024 • November 2025 © F

a2024baabdeckvf © Fifth Third Bancorp | All Rights Reserved © Fifth Third Bancorp | All Rights Reserved BancAnalysts Association of Boston Conference Jamie Leonard | Chief Operating Officer Bryan Preston | Chief Financial Officer November 8, 2024 • November 2025 © Fifth Third Bancorp | All Rights Reserved This presentation contains statements that we believe are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder.

November 6, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 6, 2024 Fifth Third Bancor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 6, 2024 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

November 5, 2024 EX-10.1

Supplemental Confirmation dated July 22, 2024, to Master Confirmation dated August 5, 2019, for accelerated share repurchase transaction between Fifth Third Bancorp and Citibank, N.A.

Exhibit 10.1 *CERTAIN INFORMATION IDENTIFIED WITH A MARK OF [**] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED SUPPLEMENTAL CONFIRMATION To: Fifth Third Bancorp 38 Fountain Square Plaza Cincinnati, Ohio 45263 From: Citibank, N.A. Strategic Equity Solutions 390 Greenwich Street, 4th Floor New York, NY 10013 Subj

November 5, 2024 EX-31.II

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.

Exhibit 31(ii) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Bryan D.

November 5, 2024 EX-32.I

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.

Exhibit 32(i) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Fifth Third Bancorp (the “Registrant”) on Form 10-Q for the period ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy N. Spence, Chairman, Chief Execut

November 5, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2024 Commission File Number 001-336

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2024 Commission File Number 001-33653 Fifth Third Bancorp (Exact name of Registrant as specified in its charter) Ohio 31-0854434 (State or other jurisdiction (I.R.S. E

November 5, 2024 EX-31.I

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.

Exhibit 31(i) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Timothy N.

November 5, 2024 EX-10.2

Master Confirmation dated September 30, 2024, for accelerated share repurchase transaction between Fifth Third Bancorp, Deutsche Bank AG, London Branch and Deutsche Bank Securities Inc.

Exhibit 10.2 Opening Transaction To: Fifth Third Bancorp 38 Fountain Square Plaza Cincinnati, Ohio 45263 From: Deutsche Bank AG, London Branch and Deutsche Bank Securities Inc. Deutsche Bank AG, London Branch Winchester house 1 Great Winchester St, London EC2N 2DB Telephone: 44 20 7545 8000 c/o Deutsche Bank Securities Inc. 1 Columbus Circle New York, NY 10019 Telephone: 212-250-2500 Internal Refe

November 5, 2024 EX-32.II

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.

Exhibit 32(ii) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Fifth Third Bancorp (the “Registrant”) on Form 10-Q for the period ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bryan D. Preston, Executive Vice Preside

November 5, 2024 EX-10.3

Bancorp Director Pay Program.

Exhibit 10.3 Director Pay Program Bancorp Director Pay Program Fifth Third Bank’s Director Pay Program is reviewed each year. Our compensation philosophy is to position director compensation competitively relative to our peer group to attract and retain highly competent candidates with significant leadership capabilities for Board service. We benchmark the compensation package for Directors to tha

October 22, 2024 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 21, 2024 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

October 18, 2024 EX-99.2

© Fifth Third Bancorp | All Rights Reserved Ó Fifth Third Bancorp | All Rights Reserved Fifth Third Bancorp 3Q24 Earnings Presentation October 18, 2024 Refer to earnings release dated October 18, 2024 for further information. © Fifth Third Bancorp |

a3q24fitbpresentationvf © Fifth Third Bancorp | All Rights Reserved Ó Fifth Third Bancorp | All Rights Reserved Fifth Third Bancorp 3Q24 Earnings Presentation October 18, 2024 Refer to earnings release dated October 18, 2024 for further information.

October 18, 2024 EX-99.1

Fifth Third Bancorp Reports Third Quarter 2024 Diluted Earnings Per Share of $0.78 Fee income growth and resilient balance sheet leads to another quarter of strong returns Reported results included a negative $0.07 impact from certain items on page 2

Fifth Third Bancorp Reports Third Quarter 2024 Diluted Earnings Per Share of $0.78 Fee income growth and resilient balance sheet leads to another quarter of strong returns Reported results included a negative $0.07 impact from certain items on page 2 Key Financial Data Key Highlights $ in millions for all balance sheet and income statement items 3Q24 2Q24 3Q23 Stability: •Sequential growth in net

October 18, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 18, 2024 Fifth Third Bancor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 18, 2024 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

September 17, 2024 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 2, 2024 (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

September 10, 2024 EX-99.1

© Fifth Third Bancorp | All Rights Reserved © Fifth Third Bancorp | All Rights Reserved Barclays Global Financial Services Conference Tim Spence Chairman, Chief Executive Officer and President September 11, 2024 © Fifth Third Bancorp | All Rights Res

© Fifth Third Bancorp | All Rights Reserved © Fifth Third Bancorp | All Rights Reserved Barclays Global Financial Services Conference Tim Spence Chairman, Chief Executive Officer and President September 11, 2024 © Fifth Third Bancorp | All Rights Reserved Fifth Third Bancorp | All Rights Reserved This presentation contains statements that we believe are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder.

September 10, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 10, 2024 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

September 6, 2024 EX-4.2

4.2 - Form of 4.895% Fixed Rate/Floating Rate Senior Notes due 2030.

EX-4.2 Exhibit 4.2 CUSIP No. 316773 DM9 ISIN: US316773DM97 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSO

September 6, 2024 EX-1.1

1.1 - Underwriting Agreement dated as of September 3, 2024 among RBC Capital Markets, LLC, BofA Securities, Inc., Fifth Third Securities, Inc., and Morgan Stanley & Co. LLC.

Exhibit 1.1 Execution Version FIFTH THIRD BANCORP Underwriting Agreement September 3, 2024 RBC Capital Markets, LLC BofA Securities, Inc. Fifth Third Securities, Inc. Morgan Stanley & Co. LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o RBC Capital Markets, LLC Brookfield Place 200 Vesey Street, 8th Floor New York, New York 10281 c/o BofA Securities, Inc. One Brya

September 6, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 6, 2024 Fifth Third Banco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 6, 2024 Fifth Third Bancorp (Exact Name of Registrant as Specified in Its Charter) Ohio (State or Other Jurisdiction of Incorporation) 001-33653 31-0854434 (Commission File Number) (IRS Employer Identification No.

September 6, 2024 EX-4.1

4.1 - Seventeenth Supplemental Indenture dated as of September 6, 2024 between Fifth Third Bancorp and Wilmington Trust Company, as Trustee, to the Indenture for Senior Debt Securities dated as of April 30, 2008 between Fifth Third Bancorp and the Trustee, as amended by Article 4 of the Twelfth Supplemental Indenture dated April 25, 2022 between Fifth Third Bancorp and the Trustee.

EX-4.1 Exhibit 4.1 FIFTH THIRD BANCORP TO WILMINGTON TRUST COMPANY, Trustee Seventeenth Supplemental Indenture Dated as of September 6, 2024 SENIOR DEBT SECURITIES TABLE OF CONTENTS ARTICLE 1 SCOPE OF SEVENTEENTH SUPPLEMENTAL INDENTURE 2 Section 1.1 Scope and Effect of this Seventeenth Supplemental Indenture 2 ARTICLE 2 DEFINITIONS 2 Section 2.1 Definitions and Other Provisions of General Applicat

September 5, 2024 EX-FILING FEES

Calculation of Filing Fee Tables (Form Type) Fifth Third Bancorp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107.1 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Fifth Third Bancorp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security  Type  Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fe

September 5, 2024 424B5

4.895% Fixed Rate/Floating Rate Senior Notes due 2030 Issue Price for the Notes: 100.000%

Filed Pursuant to Rule 424(b)(5) Registration No. 333-263894 Prospectus supplement (To prospectus dated March 28, 2022) $750,000,000 4.895% Fixed Rate/Floating Rate Senior Notes due 2030 Issue Price for the Notes: 100.000% Fifth Third Bancorp is offering $750,000,000 in an aggregate principal amount of 4.895% Fixed Rate/Floating Rate Senior Notes due 2030 (the “notes”). From and including the issu

September 3, 2024 FWP

Term Sheet $750,000,000 4.895% Fixed Rate/Floating Rate Senior Notes due 2030

Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-263894 Dated September 3, 2024 Term Sheet $750,000,000 4.895% Fixed Rate/Floating Rate Senior Notes due 2030 This pricing term sheet supplements the preliminary prospectus supplement of Fifth Third Bancorp dated September 3, 2024 relating to the prospectus of Fifth Third Bancorp dated March 28, 2022. Issuer: Fifth Third Bancor

September 3, 2024 424B3

Subject to completion, dated September 3, 2024

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-263894 This prospectus supplement relates to an effective registration statement, but the information in this prospectus supplement is not complete and may be changed. This prospectus supplement and the accompanying prospectus is not an offer to sell these securities, and we are not soliciting an offer to buy these securities

August 28, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 28, 2024 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

August 28, 2024 EX-99.1

Fifth Third Bank Announces Redemption of Senior Bank Notes due October 27, 2025

NEWS RELEASE CONTACTS Matt Curoe (Investor Relations) August 28, 2024 [email protected] | 513-534-2345 Jennifer Hendricks Sullivan (Media Relations) [email protected] | 614-744-7693 Fifth Third Bank Announces Redemption of Senior Bank Notes due October 27, 2025 CINCINNATI – Fifth Third Bancorp (Nasdaq: FITB) today announced that its subsidiary, Fifth Third Bank, National Associati

August 6, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 2, 2024 (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

August 6, 2024 EX-31.II

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.

Exhibit 31(ii) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Bryan D.

August 6, 2024 EX-32.II

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.

Exhibit 32(ii) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Fifth Third Bancorp (the “Registrant”) on Form 10-Q for the period ended June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bryan D. Preston, Executive Vice President an

August 6, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2024 Commission File Number 001-33653 Fi

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2024 Commission File Number 001-33653 Fifth Third Bancorp (Exact name of Registrant as specified in its charter) Ohio 31-0854434 (State or other jurisdiction (I.R.S. Employ

August 6, 2024 EX-31.I

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.

Exhibit 31(i) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Timothy N.

August 6, 2024 EX-10.1

2024 Restricted Stock Unit Grant Agreement (for Directors).

Exhibit 10.1 Restricted Stock Unit Grant Agreement [ParticipantName] It is my pleasure to inform you that you are hereby granted an award of Restricted Stock Units (“Grant”) subject to the terms and conditions contained in this Grant Agreement and the terms of the Fifth Third Bancorp 2024 Incentive Compensation Plan (the “Plan”) (collectively, the Grant Agreement and Plan shall be referred to here

August 6, 2024 EX-10.4

Supplemental Confirmation dated June 11, 2024, to Master Confirmation dated July 29, 2015, for accelerated share repurchase transaction between Fifth Third Bancorp and Morgan Stanley & Co. LLC.

Exhibit 10.4 *CERTAIN INFORMATION IDENTIFIED WITH A MARK OF [**] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED SUPPLEMENTAL CONFIRMATION To: Fifth Third Bancorp Fifth Third Center Cincinnati, Ohio 45263 From: Morgan Stanley & Co. LLC Subject: Accelerated Stock Buyback Date: June 11, 2024 The purpose of this Sup

August 6, 2024 EX-32.I

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.

Exhibit 32(i) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Fifth Third Bancorp (the “Registrant”) on Form 10-Q for the period ended June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy N. Spence, Chairman, Chief Executive O

August 6, 2024 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 2, 2024 (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

July 23, 2024 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 22, 2024 (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

July 19, 2024 EX-99.2

© Fifth Third Bancorp | All Rights Reserved Ó Fifth Third Bancorp | All Rights Reserved Fifth Third Bancorp 2Q24 Earnings Presentation July 19, 2024 Refer to earnings release dated July 19, 2024 for further information. © Fifth Third Bancorp | All Ri

© Fifth Third Bancorp | All Rights Reserved Ó Fifth Third Bancorp | All Rights Reserved Fifth Third Bancorp 2Q24 Earnings Presentation July 19, 2024 Refer to earnings release dated July 19, 2024 for further information.

July 19, 2024 EX-99.1

Fifth Third Bancorp Reports Second Quarter 2024 Diluted Earnings Per Share of $0.81 Resilient balance sheet and disciplined expense management leads to strong and stable returns Reported results included a negative $0.05 impact from certain items on

Fifth Third Bancorp Reports Second Quarter 2024 Diluted Earnings Per Share of $0.81 Resilient balance sheet and disciplined expense management leads to strong and stable returns Reported results included a negative $0.05 impact from certain items on page 2 Key Financial Data Key Highlights $ in millions for all balance sheet and income statement items 2Q24 1Q24 2Q23 Stability: •Continued repricing

July 19, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 19, 2024 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

July 9, 2024 EX-99.3

Fifth Third Enters into Settlement Agreement with CFPB

Exhibit 99.3 NEWS RELEASE CONTACTS July 9, 2024 Jennifer Hendricks Sullivan (Media Relations) [email protected] | 614-744-7693 Matt Curoe (Investor Relations) [email protected] | 513-534-2345 Fifth Third Enters into Settlement Agreement with CFPB CINCINNATI – Fifth Third Bank announced today it has reached a comprehensive settlement agreement with the Consumer Financial Protect

July 9, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 9, 2024 (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

July 9, 2024 EX-99.1

1 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF OHIO WESTERN DIVISION Bureau of Consumer Financial ) Protection, ) Case No. 1:21-cv-262-DRC ) Plaintiff, ) Judge Douglas R. Cole ) v. ) ) ) Fifth Third Bank, National Association, ) ) Defendant. ) S

1 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF OHIO WESTERN DIVISION Bureau of Consumer Financial ) Protection, ) Case No.

July 9, 2024 EX-99.2

UNITED STATES OF AMERICA CONSUMER FINANCIAL PROTECTION BUREAU ADMINISTRATIVE PROCEEDING File No. 2024-CFPB-0006 In the Matter of: CONSENT ORDER FIFTH THIRD BANK, N.A. The Consumer Financial Protection Bureau (Bureau) has reviewed the auto- finance se

UNITED STATES OF AMERICA CONSUMER FINANCIAL PROTECTION BUREAU ADMINISTRATIVE PROCEEDING File No.

June 28, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 28, 2024 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

June 28, 2024 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 26, 2024 (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

June 28, 2024 EX-99.1

Fifth Third Bancorp Releases Stress Capital Buffer Requirement Results reaffirm Fifth Third’s balance sheet strength

NEWS RELEASE CONTACTS Matt Curoe (Investor Relations) [email protected] | 513-534-2345 Jennifer Hendricks Sullivan (Media Relations) [email protected] | 614-744-7693 Source: Fifth Third Bancorp Fifth Third Bancorp Releases Stress Capital Buffer Requirement Results reaffirm Fifth Third’s balance sheet strength CINCINNATI – Fifth Third Bancorp (Nasdaq: FITB) today released its preli

June 12, 2024 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 11, 2024 (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

June 10, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 10, 2024 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

June 10, 2024 EX-99.1

© Fifth Third Bancorp | All Rights Reserved © Fifth Third Bancorp | All Rights Reserved Morgan Stanley US Financials, Payments, & CRE Conference Bryan Preston Chief Financial Officer June 11, 2024 © Fifth Third Bancorp | All Rights Reserved This pres

© Fifth Third Bancorp | All Rights Reserved © Fifth Third Bancorp | All Rights Reserved Morgan Stanley US Financials, Payments, & CRE Conference Bryan Preston Chief Financial Officer June 11, 2024 © Fifth Third Bancorp | All Rights Reserved This presentation contains statements that we believe are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder.

May 7, 2024 EX-32.II

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.

Exhibit 32(ii) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Fifth Third Bancorp (the “Registrant”) on Form 10-Q for the period ended March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bryan D. Preston, Executive Vice President a

May 7, 2024 EX-32.I

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.

Exhibit 32(i) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Fifth Third Bancorp (the “Registrant”) on Form 10-Q for the period ended March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy N. Spence, Chairman, Chief Executive

May 7, 2024 EX-31.I

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.

Exhibit 31(i) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Timothy N.

May 7, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2024 Commission File Number 001-33653 F

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2024 Commission File Number 001-33653 Fifth Third Bancorp (Exact name of Registrant as specified in its charter) Ohio 31-0854434 (State or other jurisdiction (I.R.S. Emplo

May 7, 2024 EX-31.II

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.

Exhibit 31(ii) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Bryan D.

April 19, 2024 EX-99.2

© Fifth Third Bancorp | All Rights Reserved Ó Fifth Third Bancorp | All Rights Reserved Fifth Third Bancorp 1Q24 Earnings Presentation April 19, 2024 Refer to earnings release dated April 19, 2024 for further information. © Fifth Third Bancorp | All

a1q24fitbpresentation © Fifth Third Bancorp | All Rights Reserved Ó Fifth Third Bancorp | All Rights Reserved Fifth Third Bancorp 1Q24 Earnings Presentation April 19, 2024 Refer to earnings release dated April 19, 2024 for further information.

April 19, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 16, 2024 (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

April 19, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 19, 2024 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

April 19, 2024 EX-99.1

Fifth Third Bancorp Reports First Quarter 2024 Diluted Earnings Per Share of $0.70 Grew deposits year-over-year and further strengthened liquidity and capital positions Reported results included a negative $0.06 impact from certain items on page 2

Fifth Third Bancorp Reports First Quarter 2024 Diluted Earnings Per Share of $0.70 Grew deposits year-over-year and further strengthened liquidity and capital positions Reported results included a negative $0.06 impact from certain items on page 2 Key Financial Data Key Highlights $ in millions for all balance sheet and income statement items 1Q24 4Q23 1Q23 Stability: •Average deposits increased 5

April 16, 2024 S-8

As filed with the Securities and Exchange Commission on April 16, 2024

As filed with the Securities and Exchange Commission on April 16, 2024 File No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FIFTH THIRD BANCORP (Exact name of registrant as specified in its charter) Ohio 31-0854434 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identif

April 16, 2024 EX-FILING FEES

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) FIFTH THIRD BANCORP (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, no par value Other (457(c) and 457(h)) 55,000,000 (2) $35.

April 16, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 16, 2024 (Exact name of regis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 16, 2024 (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

April 16, 2024 EX-99.1

© Fifth Third Bancorp | All Rights Reserved © Fifth Third Bancorp | All Rights Reserved Annual Meeting of Shareholders April 16, 2024 © Fifth Third Bancorp | All Rights Reserved • Call to Order • Introductions • Matters to be Acted Upon 1. Nomination

a2024asmpresentation © Fifth Third Bancorp | All Rights Reserved © Fifth Third Bancorp | All Rights Reserved Annual Meeting of Shareholders April 16, 2024 © Fifth Third Bancorp | All Rights Reserved • Call to Order • Introductions • Matters to be Acted Upon 1.

March 5, 2024 EX-99.1

© Fifth Third Bancorp | All Rights Reserved © Fifth Third Bancorp | All Rights Reserved RBC Capital Markets Financial Institutions Conference Tim Spence Chairman, Chief Executive Officer and President March 6, 2024 © Fifth Third Bancorp | All Rights

© Fifth Third Bancorp | All Rights Reserved © Fifth Third Bancorp | All Rights Reserved RBC Capital Markets Financial Institutions Conference Tim Spence Chairman, Chief Executive Officer and President March 6, 2024 © Fifth Third Bancorp | All Rights Reserved This presentation contains statements that we believe are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder.

March 5, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14

March 5, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 5, 2024 (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

March 5, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant  ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE

February 27, 2024 EX-97

Compensation Clawback and Disclosure Policy.

Exhibit 97 Compensation Clawback and Disclosure Policy 1.General Purpose: To appropriately align the interests of executive officers and other employees of the Company and its subsidiaries and affiliates (together, the “Company) with those of the Company and to ensure that Company incentives appropriately balance risk and reward (the "Policy"). This Policy consists of a Mandatory Policy (as define

February 27, 2024 10-K

10-K

February 27, 2024 EX-10.74

2024 Restricted Stock Unit Agreement (for Executive Officers).

Exhibit 10.74 Restricted Stock Unit Grant Agreement [Participant Name] It is my pleasure to inform you that you are hereby granted an award of Restricted Stock Units (“Grant”) subject to the terms and conditions of this Grant Agreement, the applicable Long-Term Incentive Compensation Program Overview (“Overview”) and the terms of the Fifth Third Bancorp 2021 Incentive Compensation Plan (the “Plan”

February 27, 2024 EX-31.I

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.

Exhibit 31(i) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Timothy N.

February 27, 2024 EX-10.72

2023 Long-Term Incentive Compensation Program Overview February 2024 Grants.

Exhibit 10.72 Long-Term Incentive Overview Long-Term Incentive Compensation Program Overview Awards Granted in 2024 Category 1 Covered Executives There are three primary components of compensation at Fifth Third Bank: Base Salary, Variable Compensation (VC), and Long-Term Incentive Compensation (LTI). The following pages, the Fifth Third Bancorp 2021 Incentive Compensation Plan (“Plan”) and the ap

February 27, 2024 EX-10.75

2024 Stock Appreciation Right Award Agreement (for Executive Officers).

Exhibit 10.75 Stock Appreciation Right Award Agreement [Participant Name] It is my pleasure to inform you that you are hereby granted an award of Stock Appreciation Rights (“SARs”) subject to the terms and conditions of this Award Agreement, the applicable Long-Term Incentive Award Overview (“Overview”), and the terms of the Fifth Third Bancorp 2021 Incentive Compensation Plan (the “Plan”) (collec

February 27, 2024 10-K

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, 2023 Commission File Number 001-33653 (Exact

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, 2023 Commission File Number 001-33653 (Exact name of Registrant specified in its charter) Ohio 31-0854434 (State or other jurisdiction of incorporation or organization) (I.R.S.

February 27, 2024 EX-21

Fifth Third Bancorp Subsidiaries, as of February 15, 2024.

Exhibit 21 FIFTH THIRD BANCORP SUBSIDIARIES As of February 15, 2024 Name Jurisdiction of Incorporation Fifth Third Financial Corporation Ohio Fifth Third Bank, National Association United States 53 AMRC Solar Trust Delaware 53 ANEE Solar Trust Delaware 53 APA Solar Trust Delaware 53 BR Solar Trust Delaware 53 GEC Solar Trust Delaware 53 GSE Solar Trust Delaware 53 GSE Solar Trust 2 Delaware 53 HS

February 27, 2024 EX-31.II

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.

Exhibit 31(ii) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Bryan D.

February 27, 2024 EX-32.I

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.

Exhibit 32(i) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Fifth Third Bancorp (the “Registrant”) on Form 10-K for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy N. Spence, Chairman, Chief Executive Of

February 27, 2024 EX-32.II

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.

Exhibit 32(ii) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Fifth Third Bancorp (the “Registrant”) on Form 10-K for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bryan D. Preston, Executive Vice President and

February 27, 2024 EX-10.77

Form of 2024 Restricted Stock Unit Retention Agreement subject to additional covenant.

Exhibit 10.77 Restricted Stock Unit Grant Agreement [Participant Name] Fifth Third Bank, NA (the “Company”) would like to acknowledge your important role and the value you bring to our organization. As an expression of our commitment and desire to retain you, it is my pleasure to inform you that you are hereby granted the opportunity to earn an award of Restricted Stock Units (“Grant”), subject to

February 27, 2024 EX-10.76

Form of 2024 Restricted Stock Unit Retention Agreement.

Exhibit 10.76 Restricted Stock Unit Grant Agreement [Participant Name] Fifth Third Bank, NA (the “Company”) would like to acknowledge your important role and the value you bring to our organization. As an expression of our commitment and desire to retain you, it is my pleasure to inform you that you are hereby granted the opportunity to earn an award of Restricted Stock Units (“Grant”), subject to

February 27, 2024 EX-10.73

2024 Performance Share Award Agreement.

Exhibit 10.73 Performance Share Award Agreement [Participant Name] It is my pleasure to inform you that you are hereby granted a Performance Share Award (“Award”), subject to the terms and conditions contained in this Award Agreement, the applicable Long-Term Incentive Compensation Program Overview (“Overview”) and the terms of the Fifth Third Bancorp 2021 Incentive Compensation Plan (the “Plan”)

February 27, 2024 EX-19

Enterprise Insider Trading and Ethical Investing Policy.

Exhibit 19 Enterprise Insider Trading and Ethical Investing Policy 1.Policy Statement This Policy sets forth standards of conduct applicable to all directors and employees of Fifth Third whenever you or any of your Family Members (defined below) are conducting securities transactions, whether on behalf of yourself or others. “Family Members” include (a) your spouse and any other relatives who resi

February 21, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant  ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE

February 16, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 14, 2024 (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

February 13, 2024 EX-99.1

Power of Attorney relating to filings by Fifth Third Bancorp

EX-99.1 2 a991fifththirdbancorppower.htm EX-99.1 EXHIBIT 99.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that Fifth Third Bancorp, an Ohio corporation (the “Bancorp”), does hereby make, constitute and appoint Katerina Mills (and any other employee of Fifth Third Bank, National Association (the “Bank”) and any employee of one of its affiliates, in each case who has been designated in writ

February 13, 2024 EX-99.2

Power of Attorney relating to filings by Fifth Third Financial Corporation

EX-99.2 3 a992fifththirdfinancialcor.htm EX-99.2 EXHIBIT 99.2 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that Fifth Third Financial Corporation, an Ohio corporation ( “Financial Corp”), does hereby make, constitute and appoint Katerina Mills (and any other employee of Fifth Third Bank, National Association (the “Bank”) and any employee of one of its affiliates, in each case who has been

February 13, 2024 EX-99.4

Joint Filing Agreement

EX-99.4 5 a994steelcasejointfilingag.htm EX-99.4 EXHIBIT 99.4 In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of this Statement on Schedule 13G (including any and all amendments thereto) with respect to the Class A Common Stock of Steelcase Inc. and further agree to the filing of this agreement as an Exhibit there

February 13, 2024 SC 13G/A

SCS / Steelcase Inc. / FIFTH THIRD BANCORP - SC 13G/A Passive Investment

SC 13G/A 1 steelcase13ga-2023.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 26)* Steelcase Inc. (Name of Issuer) Class A Common Stock (Title of Class o

February 13, 2024 EX-99.3

Power of Attorney relating to filings by Fifth Third Bank, National Association

EX-99.3 4 a993fifththirdbankpowerofa.htm EX-99.3 EXHIBIT 99.3 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that Fifth Third Bank, National Association ( the “Bank”), does hereby make, constitute and appoint Katerina Mills (and any other employee of the Bank and any employee of one of its affiliates, in each case who has been designated in writing by one of these attorneys-in-fact), acting

February 13, 2024 SC 13G/A

FITB / Fifth Third Bancorp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0923-fifththirdbancorp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: Fifth Third Bancorp Title of Class of Securities: Common Stock CUSIP Number: 316773100 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to design

February 9, 2024 SC 13G

FITB / Fifth Third Bancorp / Capital World Investors - SEC SCHEDULE 13G Passive Investment

SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Fifth Third Bancorp (Name of Issuer) Common Stock (Title of Class of Securities) 316773100 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

February 5, 2024 EX-99.1

© Fifth Third Bancorp | All Rights Reserved © Fifth Third Bancorp | All Rights Reserved Fifth Third Bancorp Investor Meetings: Europe February 2024 © Fifth Third Bancorp | All Rights Reserved Fifth Third Bancorp | All Rights Reserved This presentatio

© Fifth Third Bancorp | All Rights Reserved © Fifth Third Bancorp | All Rights Reserved Fifth Third Bancorp Investor Meetings: Europe February 2024 © Fifth Third Bancorp | All Rights Reserved Fifth Third Bancorp | All Rights Reserved This presentation contains statements that we believe are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder.

February 5, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 5, 2024 (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

January 29, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 29, 2024 Fifth Third Bancorp (Exact Name of Registrant as Specified in Its Charter) OHIO (State or Other Jurisdiction of Incorporation) 001-33653 31-0854434 (Commission File Number) (IRS Employer Identification No.

January 29, 2024 EX-1.1

1.1 – Underwriting Agreement dated as of January 22, 2024 among Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Fifth Third Securities, Inc., and RBC Capital Markets, LLC.

Exhibit 1.1 Execution Version FIFTH THIRD BANCORP Underwriting Agreement January 22, 2024 Morgan Stanley & Co. LLC Citigroup Global Markets Inc. Fifth Third Securities, Inc. RBC Capital Markets, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Morgan Stanley & Co. LLC 1585 Broadway, 29th Floor New York, New York 10036 c/o Citigroup Global Markets Inc. 388 Greenwic

January 29, 2024 EX-4.1

Sixteenth Supplemental Indenture dated as of January 29, 2024 between Fifth Third Bancorp and Wilmington Trust Company, as Trustee, to the Indenture for Senior Debt Securities dated as of April 30, 2008 between Fifth Third Bancorp and the Trustee, as amended by Article 4 of the Twelfth Supplemental Indenture dated April 25, 2022 between Fifth Third Bancorp and the Trustee. Incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed on January 29, 2024.

Exhibit 4.1 FIFTH THIRD BANCORP TO WILMINGTON TRUST COMPANY, Trustee Sixteenth Supplemental Indenture Dated as of January 29, 2024 SENIOR DEBT SECURITIES TABLE OF CONTENTS ARTICLE 1 SCOPE OF SIXTEENTH SUPPLEMENTAL INDENTURE 2 Section 1.1 Scope and Effect of this Sixteenth Supplemental Indenture 2 ARTICLE 2 DEFINITIONS 2 Section 2.1 Definitions and Other Provisions of General Application 2 Section

January 29, 2024 EX-4.2

4.2 – Form of 5.631% Fixed Rate/Floating Rate Senior Notes due 2032.

Exhibit 4.2 CUSIP No. 316773DL1 ISIN: US316773DL15 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER

January 24, 2024 424B5

5.631% Fixed Rate/Floating Rate Senior Notes due 2032 Issue Price for the Notes: 100.000%

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-263894 Prospectus supplement (To prospectus dated March 28, 2022) $1,000,000,000 5.631% Fixed Rate/Floating Rate Senior Notes due 2032 Issue Price for the Notes: 100.000% Fifth Third Bancorp is offering $1,000,000,000 in an aggregate principal amount of 5.631% Fixed Rate/Floating Rate Senior Notes due 2032 (the “notes”).

January 24, 2024 EX-FILING FEES

Calculation of Filing Fee Tables (Form Type) Fifth Third Bancorp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

EX-FILING FEES Exhibit 107.1 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Fifth Third Bancorp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security  Type  Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of

January 22, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 22, 2024 (Exact name of reg

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 22, 2024 (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

January 22, 2024 FWP

Term Sheet $1,000,000,000 5.631% Fixed Rate/Floating Rate Senior Notes due 2032

Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-263894 Dated January 22, 2024 Term Sheet $1,000,000,000 5.631% Fixed Rate/Floating Rate Senior Notes due 2032 This pricing term sheet supplements the preliminary prospectus supplement of Fifth Third Bancorp dated January 22, 2024 relating to the prospectus of Fifth Third Bancorp dated March 28, 2022. Issuer: Fifth Third Bancor

January 22, 2024 424B3

Subject to completion, dated January 22, 2024

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-263894 This prospectus supplement relates to an effective registration statement, but the information in this prospectus supplement is not complete and may be changed. This prospectus supplement and the accompanying prospectus is not an offer to sell these securities, and we are not soliciting an offer to buy these securities

January 22, 2024 EX-99.1

# # #

Exhibit 99.1 Key Financial Data $ in millions for all balance sheet and income statement items 4Q23 3Q23 4Q22 Income Statement Data Net income available to common shareholders $492 $623 $699 Net interest income (U.S. GAAP) 1,416 1,438 1,577 Net interest income (FTE)(a) 1,423 1,445 1,582 Noninterest income 744 715 735 Noninterest expense 1,455 1,188 1,218 Per Share Data Earnings per share, basic $0

January 19, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 19, 2024 (Exact name of reg

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 19, 2024 (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

January 19, 2024 EX-99.2

© Fifth Third Bancorp | All Rights Reserved Ó Fifth Third Bancorp | All Rights Reserved Fifth Third Bancorp 4Q23 Earnings Presentation January 19, 2024 Refer to earnings release dated January 19, 2024 for further information. © Fifth Third Bancorp |

a4q23fifththirdbancorppr © Fifth Third Bancorp | All Rights Reserved Ó Fifth Third Bancorp | All Rights Reserved Fifth Third Bancorp 4Q23 Earnings Presentation January 19, 2024 Refer to earnings release dated January 19, 2024 for further information.

January 19, 2024 EX-99.1

Fifth Third Reports Fourth Quarter 2023 Diluted Earnings Per Share of $0.72 Strong capital accretion and continued to grow deposits and improve liquidity Reported results included a negative $0.27 impact from certain items on page 2

Fifth Third Reports Fourth Quarter 2023 Diluted Earnings Per Share of $0.72 Strong capital accretion and continued to grow deposits and improve liquidity Reported results included a negative $0.27 impact from certain items on page 2 Key Financial Data Key Highlights $ in millions for all balance sheet and income statement items 4Q23 3Q23 4Q22 Stability: •Average deposits increased 2% compared to 3

December 19, 2023 EX-99.1

NEWS RELEASE CONTACTS Jennifer Hendricks Sullivan (Media Relations) December 19, 2023 [email protected] | 614-744-7693 Matt Curoe (Investor Relations) [email protected] | 513-534-5100 Fifth Third Announces Leadership Changes CINCINNA

NEWS RELEASE CONTACTS Jennifer Hendricks Sullivan (Media Relations) December 19, 2023 jennifer.

December 19, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 18, 2023 (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

December 18, 2023 EX-3.2

Code of Regulations of Fifth Third Bancorp, as Amended as of December 12, 2023. Incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K filed on December 18, 2023.

Approved by Board of Directors: December 12, 2023 1234460.1 Classification: Internal Use CODE OF REGULATIONS OF FIFTH THIRD BANCORP AS AMENDED ARTICLE I. OFFICES The principal office of Fifth Third Bancorp (hereinafter referred to as the “Corporation”) shall be located in the City of Cincinnati, County of Hamilton, State of Ohio and the Corporation may establish or discontinue, from time to time,

December 18, 2023 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 12, 2023 (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

December 5, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 5, 2023 (Exact name of reg

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 5, 2023 (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

December 5, 2023 EX-99.1

© Fifth Third Bancorp | All Rights Reserved © Fifth Third Bancorp | All Rights Reserved Goldman Sachs U.S. Financial Services Conference Tim Spence President and Chief Executive Officer December 6, 2023 © Fifth Third Bancorp | All Rights Reserved Thi

a2023goldmanconferencepr © Fifth Third Bancorp | All Rights Reserved © Fifth Third Bancorp | All Rights Reserved Goldman Sachs U.

November 13, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 8, 2023 (Exact name of reg

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 8, 2023 (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

November 7, 2023 EX-31.II

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.

Exhibit 31(ii) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James C.

November 7, 2023 EX-32.II

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.

Exhibit 32(ii) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Fifth Third Bancorp (the “Registrant”) on Form 10-Q for the period ended September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James C. Leonard, Executive Vice Preside

November 7, 2023 EX-32.I

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.

Exhibit 32(i) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Fifth Third Bancorp (the “Registrant”) on Form 10-Q for the period ended September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy N. Spence, President and Chief Ex

November 7, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2023 Commission File Number 001-336

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2023 Commission File Number 001-33653 (Exact name of Registrant as specified in its charter) Ohio 31-0854434 (State or other jurisdiction (I.R.S. Employer of incorpora

November 7, 2023 EX-31.I

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.

Exhibit 31(i) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Timothy N.

November 2, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 2, 2023 (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

November 2, 2023 EX-99.1

© Fifth Third Bancorp | All Rights Reserved © Fifth Third Bancorp | All Rights Reserved BancAnalysts Association of Boston Conference Jamie Leonard Executive Vice President and Chief Financial Officer November 3, 2023 © Fifth Third Bancorp | All Righ

© Fifth Third Bancorp | All Rights Reserved © Fifth Third Bancorp | All Rights Reserved BancAnalysts Association of Boston Conference Jamie Leonard Executive Vice President and Chief Financial Officer November 3, 2023 © Fifth Third Bancorp | All Rights Reserved This presentation contains statements that we believe are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder.

October 19, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 19, 2023 (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

October 19, 2023 EX-99.1

Fifth Third Reports Third Quarter 2023 Diluted Earnings Per Share of $0.91 Grew deposits and continued to improve liquidity and capital; maintained strong credit quality Raised quarterly common stock dividend 2 cents, or 6%, to $0.35 per share Report

Fifth Third Reports Third Quarter 2023 Diluted Earnings Per Share of $0.91 Grew deposits and continued to improve liquidity and capital; maintained strong credit quality Raised quarterly common stock dividend 2 cents, or 6%, to $0.35 per share Reported results included a negative $0.01 impact from a certain item on page 2 Key Financial Data Key Highlights $ in millions for all balance sheet and in

October 19, 2023 EX-99.2

© Fifth Third Bancorp | All Rights Reserved Ó Fifth Third Bancorp | All Rights Reserved Fifth Third Bancorp 3Q23 Earnings Presentation October 19, 2023 Refer to earnings release dated October 19, 2023 for further information. © Fifth Third Bancorp |

© Fifth Third Bancorp | All Rights Reserved Ó Fifth Third Bancorp | All Rights Reserved Fifth Third Bancorp 3Q23 Earnings Presentation October 19, 2023 Refer to earnings release dated October 19, 2023 for further information.

September 29, 2023 S-8

As filed with the Securities Exchange Commission on September 29, 2023 Registration No. 333-

As filed with the Securities Exchange Commission on September 29, 2023 Registration No.

September 29, 2023 EX-FILING FEES

Calculation of Filing Fee Tables*

EXHIBIT 107 Calculation of Filing Fee Tables Form S-8 (Form Type) FIFTH THIRD BANCORP (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Other Deferred compensation obligations(1) 457(h) $75,000,000 100% $75,000,000 $110.

September 12, 2023 EX-99.1

© Fifth Third Bancorp | All Rights Reserved © Fifth Third Bancorp | All Rights Reserved Barclays Global Financial Services Conference Tim Spence President and Chief Executive Officer September 13, 2023 © Fifth Third Bancorp | All Rights Reserved This

© Fifth Third Bancorp | All Rights Reserved © Fifth Third Bancorp | All Rights Reserved Barclays Global Financial Services Conference Tim Spence President and Chief Executive Officer September 13, 2023 © Fifth Third Bancorp | All Rights Reserved This presentation contains statements that we believe are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder.

September 12, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 12, 2023 (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

August 21, 2023 EX-99.1

NEWS RELEASE Classification: Internal Use CONTACT Adrienne Gutbier (Media Relations) Aug. 21, 2023 [email protected] | 513-534-8038 Chris Doll (Investor Relations) [email protected] | 513-534-2345 Fifth Third Names Laurent Desmangles, Kat

NEWS RELEASE Classification: Internal Use CONTACT Adrienne Gutbier (Media Relations) Aug.

August 21, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 18, 2023 (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

August 7, 2023 EX-31.I

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.

Exhibit 31(i) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Timothy N.

August 7, 2023 EX-31.II

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.

Exhibit 31(ii) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James C.

August 7, 2023 EX-32.I

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.

Exhibit 32(i) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Fifth Third Bancorp (the “Registrant”) on Form 10-Q for the period ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy N. Spence, President and Chief Executi

August 7, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 Commission File Number 001-33653 (E

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 Commission File Number 001-33653 (Exact name of Registrant as specified in its charter) Ohio 31-0854434 (State or other jurisdiction (I.R.S. Employer of incorporation

August 7, 2023 EX-32.II

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.

Exhibit 32(ii) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Fifth Third Bancorp (the “Registrant”) on Form 10-Q for the period ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James C. Leonard, Executive Vice President an

August 7, 2023 EX-10.1

2023 Restricted Stock Unit Grant Agreement (for Directors).*

Exhibit 10.1 Restricted Stock Unit Grant Agreement [Participant Name] It is my pleasure to inform you that you are hereby granted an award of Restricted Stock Units (“Grant”) subject to the terms and conditions contained in this Grant Agreement and the terms of the Fifth Third Bancorp 2021 Incentive Compensation Plan (the “Plan”) (collectively, the Grant Agreement and Plan shall be referred to her

July 27, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 27, 2023 FIFTH THIRD BANCORP (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 27, 2023 FIFTH THIRD BANCORP (Exact Name of Registrant as Specified in Its Charter) OHIO (State or Other Jurisdiction of Incorporation) 001-33653 31-0854434 (Commission File Number) (IRS Employer Identification No.

July 27, 2023 EX-1.1

Underwriting Agreement dated as of July 24, 2023 among RBC Capital Markets, LLC, Citigroup Global Markets Inc., Fifth Third Securities, Inc., and Morgan Stanley & Co. LLC.

Exhibit 1.1 Execution Version FIFTH THIRD BANCORP Underwriting Agreement July 24, 2023 RBC Capital Markets, LLC Citigroup Global Markets Inc. Fifth Third Securities, Inc. Morgan Stanley & Co. LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o RBC Capital Markets, LLC Brookfield Place 200 Vesey Street, 8th Floor New York, New York 10281 c/o Citigroup Global Markets I

July 27, 2023 EX-4.1

Fifteenth Supplemental Indenture dated as of July 27, 2023 between Fifth Third Bancorp and Wilmington Trust Company, as Trustee, to the Indenture for Senior Debt Securities dated as of April 30, 2008 between Fifth Third Bancorp and the Trustee, as amended by Article 4 of the Twelfth Supplemental Indenture dated April 25, 2022 between Fifth Third Bancorp and the Trustee. Incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed on July 27, 2023.

EX-4.1 Exhibit 4.1 FIFTH THIRD BANCORP TO WILMINGTON TRUST COMPANY, Trustee Fifteenth Supplemental Indenture Dated as of July 27, 2023 SENIOR DEBT SECURITIES TABLE OF CONTENTS ARTICLE 1 SCOPE OF FIFTEENTH SUPPLEMENTAL INDENTURE 2 Section 1.1 Scope and Effect of this Fifteenth Supplemental Indenture 2 ARTICLE 2 DEFINITIONS 2 Section 2.1 Definitions and Other Provisions of General Application 2 Sect

July 27, 2023 EX-4.2

Form of 6.339% Fixed Rate/Floating Rate Senior Notes due 2029. Incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K filed on July 27, 2023.

EX-4.2 Exhibit 4.2 CUSIP No. 316773DK3 ISIN: US316773DK32 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON

July 25, 2023 424B5

6.339% Fixed Rate/Floating Rate Senior Notes due 2029 Issue Price for the Notes: 100.000%

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-263894 Prospectus supplement (To prospectus dated March 28, 2022) $1,250,000,000 6.339% Fixed Rate/Floating Rate Senior Notes due 2029 Issue Price for the Notes: 100.000% Fifth Third Bancorp is offering $1,250,000,000 in an aggregate principal amount of 6.339% Fixed Rate/Floating Rate Senior Notes due 2029 (the “notes”).

July 25, 2023 EX-FILING FEES

Calculation of Filing Fee Tables (Form Type) Fifth Third Bancorp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Am

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Fifth Third Bancorp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Debt 6.

July 24, 2023 FWP

Term Sheet $1,250,000,000 6.339% Fixed Rate/Floating Rate Senior Notes due 2029

FWP Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-263894 Dated July 24, 2023 Term Sheet $1,250,000,000 6.339% Fixed Rate/Floating Rate Senior Notes due 2029 This pricing term sheet supplements the preliminary prospectus supplement of Fifth Third Bancorp dated July 24, 2023 relating to the prospectus of Fifth Third Bancorp dated March 28, 2022. Issuer: Fifth Third Bancorp

July 24, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 24, 2023 (Exact name of regist

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 24, 2023 (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

July 24, 2023 424B3

% Fixed Rate/Floating Rate Senior Notes due 2029 Issue Price for the Notes: %

Form 424(b)(3) Table of Contents This prospectus supplement relates to an effective registration statement, but the information in this prospectus supplement is not complete and may be changed.

July 24, 2023 EX-99.1

# # #

Exhibit 99.1 Key Financial Data $ in millions for all balance sheet and income statement items 2Q23 1Q23 2Q22 Income Statement Data Net income available to common shareholders $562 $535 $526 Net interest income (U.S. GAAP) 1,457 1,517 1,339 Net interest income (FTE)(a) 1,463 1,522 1,342 Noninterest income 726 696 676 Noninterest expense 1,231 1,331 1,112 Per Share Data Earnings per share, basic $0

July 20, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 20, 2023 (Exact name of regist

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 20, 2023 (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

July 20, 2023 EX-99.1

Fifth Third Reports Second Quarter 2023 Diluted Earnings Per Share of $0.82 Period-end total deposits increased 1% compared to the prior quarter and 2% year-over-year Credit quality remains strong with net charge-off ratio of 0.29% and early stage de

Fifth Third Reports Second Quarter 2023 Diluted Earnings Per Share of $0.82 Period-end total deposits increased 1% compared to the prior quarter and 2% year-over-year Credit quality remains strong with net charge-off ratio of 0.29% and early stage delinquencies of 0.28% Reported results included a negative $0.05 impact from certain items on page 2 Key Financial Data Key Highlights $ in millions fo

July 20, 2023 EX-99.2

© Fifth Third Bancorp | All Rights Reserved Ó Fifth Third Bancorp | All Rights Reserved Fifth Third Bancorp 2Q23 Earnings Presentation July 20, 2023 Refer to earnings release dated July 20, 2023 for further information. © Fifth Third Bancorp | All Ri

a2q23fifththirdbancorppr © Fifth Third Bancorp | All Rights Reserved Ó Fifth Third Bancorp | All Rights Reserved Fifth Third Bancorp 2Q23 Earnings Presentation July 20, 2023 Refer to earnings release dated July 20, 2023 for further information.

June 14, 2023 EX-99.1

NEWS RELEASE CONTACTS June 12, 2023 Chris Doll (Investor Relations) [email protected] | 513-534-2345 Adam Kiefaber (Communications) [email protected] | 513-534-NEWS Fifth Third Bancorp Announces Transition of U.S. Dollar LIBOR-Linked Securit

libortransitionpressrele NEWS RELEASE CONTACTS June 12, 2023 Chris Doll (Investor Relations) Christopher.

June 14, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 12, 2023 (Exact name of regist

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 12, 2023 (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

June 13, 2023 EX-99.1

© Fifth Third Bancorp | All Rights Reserved © Fifth Third Bancorp | All Rights Reserved Morgan Stanley US Financials, Payments, & CRE Conference Tim Spence President and Chief Executive Officer June 14, 2023 © Fifth Third Bancorp | All Rights Reserve

a2023msconferencepresent © Fifth Third Bancorp | All Rights Reserved © Fifth Third Bancorp | All Rights Reserved Morgan Stanley US Financials, Payments, & CRE Conference Tim Spence President and Chief Executive Officer June 14, 2023 © Fifth Third Bancorp | All Rights Reserved This presentation contains statements that we believe are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder.

June 13, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 13, 2023 (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

May 9, 2023 EX-31.II

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.

Exhibit 31(ii) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James C.

May 9, 2023 EX-32.II

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.

Exhibit 32(ii) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Fifth Third Bancorp (the “Registrant”) on Form 10-Q for the period ended March 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James C. Leonard, Executive Vice President a

May 9, 2023 EX-10.1

irector Pay Program

EX-10.1 2 a10qfitb-33123xexx101.htm EX-10.1 Exhibit 10.1 Director Pay Program Bancorp Director Pay Program Fifth Third Bank’s Director Pay Program is reviewed each year. Our compensation philosophy is to position director compensation competitively relative to our peer group in order to attract and retain highly competent candidates with significant leadership capabilities for Board service. We be

May 9, 2023 EX-31.I

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.

Exhibit 31(i) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Timothy N.

May 9, 2023 EX-32.I

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.

Exhibit 32(i) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Fifth Third Bancorp (the “Registrant”) on Form 10-Q for the period ended March 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy N. Spence, President and Chief Execut

May 9, 2023 10-Q

Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 Commission File Number 001-33653 (Exact name of Registrant as specified in its charter) Ohio 31-0854434 (State or other jurisdiction (I.R.S. Employer of incorporation

April 21, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 18, 2023 (Exact name of regis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 18, 2023 (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

April 20, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 20, 2023 (Exact name of regis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 20, 2023 (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

April 20, 2023 EX-99.1

Fifth Third Reports First Quarter 2023 Diluted Earnings Per Share of $0.78 Average and period-end total deposits were flat compared to the prior quarter Credit quality remains strong with net charge-off ratio of 0.26% and early stage delinquencies of

Fifth Third Reports First Quarter 2023 Diluted Earnings Per Share of $0.78 Average and period-end total deposits were flat compared to the prior quarter Credit quality remains strong with net charge-off ratio of 0.26% and early stage delinquencies of 0.26% Reported results included a negative $0.05 impact from certain items on page 2 Key Financial Data Key Highlights $ millions for all balance she

April 20, 2023 EX-99.2

© Fifth Third Bancorp | All Rights Reserved Ó Fifth Third Bancorp | All Rights Reserved Fifth Third Bancorp 1Q23 Earnings Presentation April 20, 2023 Refer to earnings release dated April 20, 2023 for further information. © Fifth Third Bancorp | All

a1q23fitbearningspresent © Fifth Third Bancorp | All Rights Reserved Ó Fifth Third Bancorp | All Rights Reserved Fifth Third Bancorp 1Q23 Earnings Presentation April 20, 2023 Refer to earnings release dated April 20, 2023 for further information.

April 18, 2023 EX-99.1

© Fifth Third Bancorp | All Rights Reserved © Fifth Third Bancorp | All Rights Reserved Annual Meeting of Shareholders April 18, 2023 © Fifth Third Bancorp | All Rights Reserved • Call to Order • Introductions • Nomination and Election of Directors •

asmpresentation © Fifth Third Bancorp | All Rights Reserved © Fifth Third Bancorp | All Rights Reserved Annual Meeting of Shareholders April 18, 2023 © Fifth Third Bancorp | All Rights Reserved • Call to Order • Introductions • Nomination and Election of Directors • Ratification of the Selection of Auditors • Approval of Company’s Compensation of its Named Executive Officers • Business Update • Announcement of Voting Results on All Matters Presented • Question and Answer Session • Adjournment Annual Meeting of Shareholders April 18, 2023 Agenda © Fifth Third Bancorp | All Rights Reserved • +2.

April 18, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 18, 2023 (Exact name of regis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 18, 2023 (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

March 7, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 7, 2023 (Exact name of regist

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 7, 2023 (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

March 7, 2023 EX-99.1

© Fifth Third Bancorp | All Rights Reserved © Fifth Third Bancorp | All Rights Reserved RBC Capital Markets Financial Institutions Conference Tim Spence President and Chief Executive Officer March 8, 2023 © Fifth Third Bancorp | All Rights Reserved C

a2023rbcconferencepresen © Fifth Third Bancorp | All Rights Reserved © Fifth Third Bancorp | All Rights Reserved RBC Capital Markets Financial Institutions Conference Tim Spence President and Chief Executive Officer March 8, 2023 © Fifth Third Bancorp | All Rights Reserved Cautionary statement 2 This presentation contains statements that we believe are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder.

March 6, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 28, 2023 (Exact name of re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 28, 2023 (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

March 6, 2023 DEF 14A

Schedule 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14

March 6, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 2, 2023 (Exact name of regist

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 2, 2023 (Exact name of registrant as specified in its charter) Ohio 001-33653 31-0854434 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

March 6, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

DEFA14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 24, 2023 EX-32.I

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.

Exhibit 32(i) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Fifth Third Bancorp (the “Registrant”) on Form 10-K for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy N. Spence, President and Chief Executiv

February 24, 2023 EX-10.66

2022 Long-Term Incentive Compensation Program Overview February 2023 Grants.*

Exhibit 10.66 Long-Term Incentive Overview Long-Term Incentive Compensation Program Overview Awards Granted in 2023 Category 1 Covered Executives There are three primary components of compensation at Fifth Third Bank: Base Salary, Variable Compensation (VC), and Long-Term Incentive Compensation (LTI). The following pages, the Fifth Third Bancorp 2021 Incentive Compensation Plan (“Plan”) and the ap

February 24, 2023 10-K

10-K

Our ambition: to be the One Bank people most value and trust. We make decisions related to credit, liquidity and capital with a long-term, through-the-cycle focus. Credit quality remained historically strong, reflecting disciplined client selection, underwriting and a continued benefit from COVID-19 stimulus programs. We took several actions during the year to strengthen our balance sheet and prot

February 24, 2023 EX-10.68

2023 Restricted Stock Unit Agreement (for Executive Officers).*

Exhibit 10.68 Restricted Stock Unit Grant Agreement [Participant Name] It is my pleasure to inform you that you are hereby granted an award of Restricted Stock Units (“Grant”) subject to the terms and conditions of this Grant Agreement, the applicable Long-Term Incentive Compensation Program Overview (“Overview”) and the terms of the Fifth Third Bancorp 2021 Incentive Compensation Plan (the “Plan”

February 24, 2023 EX-10.73

Supplemental Confirmation dated January 20, 2023, to Master Confirmation dated July 29, 2015, for accelerated share repurchase transaction between Fifth Third Bancorp and Morgan Stanley & Co. LLC.***

*CERTAIN INFORMATION IDENTIFIED WITH A MARK OF [**] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED Exhibit 10.

February 24, 2023 EX-31.I

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.

Exhibit 31(i) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Timothy N.

February 24, 2023 EX-10.69

2023 Stock Appreciation Right Award Agreement (for Executive Officers).*

Exhibit 10.69 Stock Appreciation Right Award Agreement [Participant Name] It is my pleasure to inform you that you are hereby granted an award of Stock Appreciation Rights (“SARs”) subject to the terms and conditions of this Award Agreement, the applicable Long-Term Incentive Award Overview (“Overview”), and the terms of the Fifth Third Bancorp 2021 Incentive Compensation Plan (the “Plan”) (collec

February 24, 2023 EX-10.67

2023 Performance Share Award Agreement.*

Exhibit 10.67 Performance Share Award Agreement Participant Name It is my pleasure to inform you that you are hereby granted a Performance Share Award (“Award”), subject to the terms and conditions contained in this Award Agreement, the applicable Long-Term Incentive Compensation Program Overview (“Overview”) and the terms of the Fifth Third Bancorp 2021 Incentive Compensation Plan (the “Plan”) (c

February 24, 2023 10-K

Form 10-K

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, 2022 Commission File Number 001-33653 (Exact name of Registrant specified in its charter) Ohio 31-0854434 (State or other jurisdiction of incorporation or organization) (I.R.S.

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