FIFTH THIRD BANCORP — Director's Dealing 2022

Feb 18, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2022-02-16

Reporting Person: Leonard James C. (EVP & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-16	Common Stock	A	12000	—	Acquired	129432	Direct
2022-02-16	Common Stock	F	3558	$47.34	Disposed	125874	Direct
2022-02-16	Common Stock	A	12572	—	Acquired	138446	Direct
2022-02-17	Common Stock	F	1463	$48.19	Disposed	136983	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-02-16	Stock Appreciation Rights	$49.51	A	18834	Acquired	2032-02-16	Common Stock (18834.0)	Direct

Footnotes

F1: Performance Share award received upon satisfaction of performance criteria subject to vesting on February 16, 2022.

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

F3: Restricted stock units 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: Shares withheld for taxes upon the vesting of restricted stock units granted to the reporting person on February 17, 2021.

F5: 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.

F6: Granted pursuant to Fifth Third Bancorp Incentive Compensation Plan. No consideration paid.