FIFTH THIRD BANCORP — Director's Dealing 2024

Feb 16, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIFTH THIRD BANCORP (FITB)
CIK: 0000035527
Period of Report: 2024-02-14

Reporting Person: Spence Timothy (Director, Chair, CEO & President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-02-14	Common Stock	A	66705	—	Acquired	360565	Direct
2024-02-14	Common Stock	F	6260	$33.51	Disposed	354305	Direct
2024-02-14	Common Stock	A	33552	—	Acquired	387857	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-02-14	Stock Appreciation Rights	$33.51	A	101957	Acquired	2034-02-14	Common Stock (101957)	Direct

Footnotes

F1: Restricted Stock 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.

F2: Shares withheld for taxes upon the vesting of restricted stock units granted to the reporting person on February 14, 2023.

F3: Performance Share award received upon satisfaction of performance criteria subject to vesting on February 16, 2024.

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.