FIFTH THIRD BANCORP — Director's Dealing 2023

Feb 17, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2023-02-14

Reporting Person: Hazel Mark D (EVP and Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-15	Common Stock	A	5694	—	Acquired	77226	Direct
2023-02-15	Common Stock	F	1797	$37.17	Disposed	75429	Direct
2023-02-14	Common Stock	A	4046	—	Acquired	79475	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-14	Stock Appreciation Rights	$37.19	A	5720	Acquired	2033-02-14	Common Stock (5720.0)	Direct

Footnotes

F1: Performance Share award received upon satisfaction of performance criteria subject to vesting on February 15, 2023.

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: 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.