FIFTH THIRD BANCORP — Director's Dealing 2021

Feb 19, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2021-02-17

Reporting Person: Spence Timothy (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-17	Common Stock	A	16280	—	Acquired	178046	Direct
2021-02-17	Common Stock	F	5183	$28.93	Disposed	172863	Direct
2021-02-17	Common Stock	A	15658	—	Acquired	188521	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-17	Stock Appreciation Right	$33.53	A	28699	Acquired	2031-02-17	Common Stock (28699.0)	Direct

Footnotes

F1: Performance Share award received upon satisfaction of performance criteria subject to vesting on February 17, 2021.

F2: Shares withheld for taxes upon the vesting performance shares granted to the reporting person.

F3: Restricted Stock award granted pursuant to Fifth Third Bancorp Incentive Compensation Plan subject to vesting in three equal annual installments beginning on the first anniversary of the grant date.

F4: Indicates grant date. Stock appreciation rights are exercisable in thirds beginning on the first anniversary of the grant date with one-third of the total grant vesting annually over a three-year period.

F5: Granted pursuant to Fifth Third Bancorp Incentive Compensation Plan. No consideration paid.