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Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

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Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The Bancorp’s common stock is traded in the over-the-counter market and is listed under the symbol “FITB” on the NASDAQ® Global Select Market System.

See a discussion of dividend limitations that the subsidiaries can pay to the Bancorp discussed in Note 3 of the Notes to Consolidated Financial Statements, which is incorporated herein by reference. Additionally, as of December 31, 2022, the Bancorp had 34,165 common shareholders of record.

Issuer Purchases of Equity Securities
PeriodTotal Number of Shares Purchased*(a)*Average Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number of Shares that May Yet be Purchased Under the Plans or Programs
October 1 - October 31, 202273,176$33.08—40,785,269
November 1 - November 30, 202223,62534.93—40,785,269
December 1 - December 31, 20223,089,09432.473,079,46237,705,807
Total3,185,895$32.513,079,46237,705,807

*(a)*Includes 106,433 shares repurchased during the fourth quarter of 2022 in connection with various employee compensation plans of the Bancorp. These purchases do not count against the maximum number of shares that may yet be purchased under the Board of Directors’ authorization.

See further discussion on share repurchase transactions and stock-based compensation in Note 24 and Note 25 of the Notes to Consolidated Financial Statements, which is incorporated herein by reference.

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The following performance graphs do not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Bancorp specifically incorporates the performance graphs by reference therein.

Total Return Analysis

The graphs below summarize the cumulative return experienced by the Bancorp’s shareholders over the five and ten year periods ended December 31, 2022, respectively, compared to the S&P 500 Stock, the S&P Banks and the KBW Banks indices.

FIFTH THIRD BANCORP VS. MARKET INDICES

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2022 ANNUAL REPORT

FINANCIAL CONTENTS

Glossary of Abbreviations and Acronyms53
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview54
Non-GAAP Financial Measures59
Recent Accounting Standards61
Critical Accounting Policies61
Statements of Income Analysis65
Business Segment Review72
Balance Sheet Analysis81
Risk Management - Overview88
Credit Risk Management89
Interest Rate and Price Risk Management106
Liquidity Risk Management112
Operational Risk Management114
Legal and Regulatory Compliance Risk Management115
Capital Management116
Report of Independent Registered Public Accounting Firm118
Financial Statements
Consolidated Balance Sheets120
Consolidated Statements of Income121
Consolidated Statements of Comprehensive Income122
Consolidated Statements of Changes in Equity123
Consolidated Statements of Cash Flows125
Notes to Consolidated Financial Statements
Summary of Significant Accounting and Reporting Policies126Long-Term Debt173
Supplemental Cash Flow Information139Commitments, Contingent Liabilities and Guarantees177
Restrictions on Dividends and Capital Actions139Legal and Regulatory Proceedings181
Investment Securities140Related Party Transactions183
Loans and Leases143Income Taxes185
Credit Quality and the Allowance for Loan and Lease Losses145Retirement and Benefit Plans187
Bank Premises and Equipment155Accumulated Other Comprehensive Income190
Operating Lease Equipment156Common, Preferred and Treasury Stock192
Lease Obligations – Lessee156Stock-Based Compensation194
Goodwill158Other Noninterest Income and Other Noninterest Expense197
Intangible Assets159Earnings Per Share198
Variable Interest Entities160Fair Value Measurements199
Sales of Receivables and Servicing Rights163Regulatory Capital Requirements and Capital Ratios208
Derivative Financial Instruments165Parent Company Financial Statements209
Other Assets171Business Segments211
Short-Term Borrowings172Subsequent Event214
Management’s Assessment as to the Effectiveness of Internal Control over Financial Reporting215
Report of Independent Registered Public Accounting Firm216
Consolidated Ten Year Comparison224
Directors and Officers225
Corporate Information

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GLOSSARY OF ABBREVIATIONS AND ACRONYMS

Fifth Third Bancorp provides the following list of abbreviations and acronyms as a tool for the reader that are used in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the Consolidated Financial Statements and the Notes to Consolidated Financial Statements.

ACL: Allowance for Credit LossesHTM: Held-To-Maturity
AFS: Available-For-SaleIPO: Initial Public Offering
ALCO: Asset Liability Management CommitteeIRC: Internal Revenue Code
ALLL: Allowance for Loan and Lease LossesIRLC: Interest Rate Lock Commitment
AOCI: Accumulated Other Comprehensive Income (Loss)ISDA: International Swaps and Derivatives Association, Inc.
APR: Annual Percentage RateLIBOR: London Interbank Offered Rate
ARM: Adjustable Rate MortgageLIHTC: Low-Income Housing Tax Credit
ASC: Accounting Standards CodificationLLC: Limited Liability Company
ASU: Accounting Standards UpdateLTV: Loan-to-Value Ratio
ATM: Automated Teller MachineMD&A: Management’s Discussion and Analysis of Financial
BHC: Bank Holding CompanyCondition and Results of Operations
BOLI: Bank Owned Life InsuranceMSR: Mortgage Servicing Right
bps: Basis PointsN/A: Not Applicable
CCAR: Comprehensive Capital Analysis and ReviewNAV: Net Asset Value
CD: Certificate of DepositNII: Net Interest Income
CDC: Fifth Third Community Development Corporation and Fifth ThirdNM: Not Meaningful
Community Development Company, LLCOAS: Option-Adjusted Spread
CECL: Current Expected Credit LossOCC: Office of the Comptroller of the Currency
CET1: Common Equity Tier 1OCI: Other Comprehensive Income (Loss)
CFPB: United States Consumer Financial Protection BureauOREO: Other Real Estate Owned
C&I: Commercial and IndustrialPCD: Purchased Credit Deteriorated
DCF: Discounted Cash FlowPPP: Paycheck Protection Program
DTCC: Depository Trust & Clearing CorporationPSA: Performance Share Award
DTI: Debt-to-Income RatioRCC: Risk and Compliance Committee
ERM: Enterprise Risk ManagementROU: Right-of-Use
ERMC: Enterprise Risk Management CommitteeRSA: Restricted Stock Award
EVE: Economic Value of EquityRSU: Restricted Stock Unit
FASB: Financial Accounting Standards BoardSAR: Stock Appreciation Right
FDIC: Federal Deposit Insurance CorporationSBA: Small Business Administration
FHA: Federal Housing AdministrationSEC: United States Securities and Exchange Commission
FHLB: Federal Home Loan BankSOFR: Secured Overnight Financing Rate
FHLMC: Federal Home Loan Mortgage CorporationTBA: To Be Announced
FICO: Fair Isaac Corporation (credit rating)TDR: Troubled Debt Restructuring
FINRA: Financial Industry Regulatory AuthorityTILA: Truth in Lending Act
FNMA: Federal National Mortgage AssociationTRA: Tax Receivable Agreement
FOMC: Federal Open Market CommitteeTruPS: Trust Preferred Securities
FRB: Federal Reserve BankU.S.: United States of America
FTE: Fully Taxable EquivalentUSD: United States Dollar
FTP: Funds Transfer PricingU.S. GAAP: United States Generally Accepted Accounting
FTS: Fifth Third Securities, Inc.Principles
GDP: Gross Domestic ProductVA: United States Department of Veterans Affairs
GNMA: Government National Mortgage AssociationVIE: Variable Interest Entity
GSE: United States Government Sponsored EnterpriseVRDN: Variable Rate Demand Note

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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