FIFTH THIRD BANCORP — Director's Dealing 2022

Feb 9, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2022-02-07

Reporting Person: CARMICHAEL GREG D (Director, CEO, Chair)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-07	Common Stock	M	141447	$16.15	Acquired	745630	Direct
2022-02-07	Common Stock	F	88123	$48.32	Disposed	657507	Direct
2022-02-09	Common Stock	S	67687	$49.21	Disposed	589820	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-02-07	Stock Appreciation Rights	$16.15	M	141447	Disposed	2023-04-16	Common Stock (141447.0)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $49.10 to $49.38, inclusive. The reporting person undertakes to provide to Fifth Third Bancorp, any of its security holders or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.

F2: Indicates grant date. Stock appreciation rights are exercisable in fourths beginning on the first anniversary of the grant date with one-fourth of the total grant vesting annually over a four-year period.

F3: Granted pursuant to Fifth Third Bancorp Incentive Compensation Plan. No consideration paid.