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, 2023, the Bancorp had 32,995 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*(b)*
October 1 - October 31, 202375,992$24.48—32,115,811
November 1 - November 30, 202317,20325.78—32,115,811
December 1 - December 31, 202337,49633.77—32,115,811
Total130,691$27.32—32,115,811

*(a)*Shares repurchased during the periods presented were in connection with various employee compensation plans. These purchases do not count against the maximum number of shares that may yet be purchased under the Board of Directors’ authorization.

*(b)*On June 18, 2019, the Bancorp announced that its Board of Directors had authorized management to purchase 100 million shares of the Bancorp’s common stock through the open market or in any private party transactions. This authorization did not include specific targets or an expiration date.

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, 2023, respectively, compared to the S&P 500 Stock, the S&P Banks and the KBW Banks indices.

FIFTH THIRD BANCORP VS. MARKET INDICES

642

644

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2023 ANNUAL REPORT

FINANCIAL CONTENTS

Glossary of Abbreviations and Acronyms49
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview50
Non-GAAP Financial Measures54
Recent Accounting Standards56
Critical Accounting Policies56
Statements of Income Analysis61
Business Segment Review69
Balance Sheet Analysis75
Risk Management - Overview82
Credit Risk Management83
Interest Rate and Price Risk Management98
Liquidity Risk Management104
Operational Risk Management106
Legal and Regulatory Compliance Risk Management107
Capital Management108
Report of Independent Registered Public Accounting Firm110
Financial Statements
Consolidated Balance Sheets112
Consolidated Statements of Income113
Consolidated Statements of Comprehensive Income114
Consolidated Statements of Changes in Equity115
Consolidated Statements of Cash Flows117
Notes to Consolidated Financial Statements
Summary of Significant Accounting and Reporting Policies118Long-Term Debt170
Supplemental Cash Flow Information133Commitments, Contingent Liabilities and Guarantees174
Restrictions on Dividends and Capital Actions133Legal and Regulatory Proceedings178
Investment Securities134Related Party Transactions180
Loans and Leases137Income Taxes181
Credit Quality and the Allowance for Loan and Lease Losses139Retirement and Benefit Plans183
Bank Premises and Equipment152Accumulated Other Comprehensive Income186
Operating Lease Equipment153Common, Preferred and Treasury Stock188
Lease Obligations – Lessee153Stock-Based Compensation190
Goodwill155Other Noninterest Income and Other Noninterest Expense193
Intangible Assets156Earnings Per Share194
Variable Interest Entities157Fair Value Measurements195
Sales of Receivables and Servicing Rights160Regulatory Capital Requirements and Capital Ratios204
Derivative Financial Instruments162Parent Company Financial Statements205
Other Assets168Business Segments207
Short-Term Borrowings169Subsequent Event210
Management’s Assessment as to the Effectiveness of Internal Control over Financial Reporting211
Report of Independent Registered Public Accounting Firm212
Consolidated Ten Year Comparison221
Directors and Officers222
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 LossesGSE: United States Government Sponsored Enterprise
AFS: Available-For-SaleHTM: Held-To-Maturity
ALCO: Asset Liability Management CommitteeIPO: Initial Public Offering
ALLL: Allowance for Loan and Lease LossesIRC: Internal Revenue Code
AOCI: Accumulated Other Comprehensive Income (Loss)IRLC: Interest Rate Lock Commitment
APR: Annual Percentage RateISDA: International Swaps and Derivatives Association, Inc.
ARM: Adjustable Rate MortgageLCR: Liquidity Coverage Ratio
ASC: Accounting Standards CodificationLIBOR: London Interbank Offered Rate
ASU: Accounting Standards UpdateLIHTC: Low-Income Housing Tax Credit
ATM: Automated Teller MachineLLC: Limited Liability Company
BHC: Bank Holding CompanyLTV: Loan-to-Value Ratio
BOLI: Bank Owned Life InsuranceMD&A: Management’s Discussion and Analysis of Financial
bps: Basis PointsCondition and Results of Operations
CCAR: Comprehensive Capital Analysis and ReviewMSR: Mortgage Servicing Right
CD: Certificate of DepositN/A: Not Applicable
CDC: Fifth Third Community Development Corporation and Fifth ThirdNII: Net Interest Income
Community Development Company, LLCNM: Not Meaningful
CECL: Current Expected Credit LossOAS: Option-Adjusted Spread
CET1: Common Equity Tier 1OCC: Office of the Comptroller of the Currency
CFPB: United States Consumer Financial Protection BureauOCI: Other Comprehensive Income (Loss)
CME: Chicago Mercantile ExchangeOREO: Other Real Estate Owned
C&I: Commercial and IndustrialPPP: Paycheck Protection Program
DCF: Discounted Cash FlowPSA: Performance Share Award
DTCC: Depository Trust & Clearing CorporationRCC: Risk and Compliance Committee
DTI: Debt-to-Income RatioROU: Right-of-Use
ERM: Enterprise Risk ManagementRSA: Restricted Stock Award
ERMC: Enterprise Risk Management CommitteeRSU: Restricted Stock Unit
EVE: Economic Value of EquitySAR: Stock Appreciation Right
FASB: Financial Accounting Standards BoardSBA: Small Business Administration
FDIC: Federal Deposit Insurance CorporationSEC: United States Securities and Exchange Commission
FHA: Federal Housing AdministrationSOFR: Secured Overnight Financing Rate
FHLB: Federal Home Loan BankTBA: To Be Announced
FHLMC: Federal Home Loan Mortgage CorporationTDR: Troubled Debt Restructuring
FICO: Fair Isaac Corporation (credit rating)TILA: Truth in Lending Act
FINRA: Financial Industry Regulatory AuthorityTRA: Tax Receivable Agreement
FNMA: Federal National Mortgage AssociationTruPS: Trust Preferred Securities
FOMC: Federal Open Market CommitteeU.S.: United States of America
FRB: Federal Reserve BankU.S. GAAP: United States Generally Accepted Accounting
FTE: Fully Taxable EquivalentPrinciples
FTP: Funds Transfer PricingVA: United States Department of Veterans Affairs
FTS: Fifth Third Securities, Inc.VIE: Variable Interest Entity
GDP: Gross Domestic ProductVRDN: Variable Rate Demand Note
GNMA: Government National Mortgage Association

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

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