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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, 2024, the Bancorp had 30,820 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, 20245,998,158$45.425,879,64017,853,895
November 1 - November 30, 202429,69947.06—17,853,895
December 1 - December 31, 2024789,63445.48781,25417,072,641
Total6,817,491$45.446,660,89417,072,641

*(a)*Includes 156,597 shares repurchased during the fourth quarter of 2024 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.

*(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, 2024, 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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2024 ANNUAL REPORT

FINANCIAL CONTENTS

Glossary of Abbreviations and Acronyms46
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview47
Non-GAAP Financial Measures51
Recent Accounting Standards53
Critical Accounting Policies53
Statements of Income Analysis57
Business Segment Review64
Balance Sheet Analysis69
Risk Management - Overview76
Credit Risk Management77
Interest Rate and Price Risk Management94
Liquidity Risk Management100
Operational Risk Management102
Legal and Regulatory Compliance Risk Management103
Capital Management104
Report of Independent Registered Public Accounting Firm106
Financial Statements
Consolidated Balance Sheets108
Consolidated Statements of Income109
Consolidated Statements of Comprehensive Income110
Consolidated Statements of Changes in Equity111
Consolidated Statements of Cash Flows112
Notes to Consolidated Financial Statements
Summary of Significant Accounting and Reporting Policies113Long-Term Debt163
Supplemental Cash Flow Information126Commitments, Contingent Liabilities and Guarantees167
Restrictions on Dividends and Capital Actions126Legal and Regulatory Proceedings171
Investment Securities127Related Party Transactions173
Loans and Leases130Income Taxes174
Credit Quality and the Allowance for Loan and Lease Losses132Retirement and Benefit Plans176
Bank Premises and Equipment145Accumulated Other Comprehensive Income179
Operating Lease Equipment145Common, Preferred and Treasury Stock181
Lease Obligations – Lessee146Stock-Based Compensation183
Goodwill147Other Noninterest Income and Other Noninterest Expense186
Intangible Assets148Earnings Per Share186
Variable Interest Entities149Fair Value Measurements187
Sales of Receivables and Servicing Rights153Regulatory Capital Requirements and Capital Ratios195
Derivative Financial Instruments155Parent Company Financial Statements196
Other Assets161Business Segments198
Short-Term Borrowings162Subsequent Events201
Management’s Assessment as to the Effectiveness of Internal Control over Financial Reporting202
Report of Independent Registered Public Accounting Firm203
Consolidated Ten Year Comparison211
Directors and Officers212
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 LossesGNMA: Government National Mortgage Association
AFS: Available-for-SaleGSE: United States Government Sponsored Enterprise
ALCO: Asset Liability Management CommitteeHTM: Held-To-Maturity
ALLL: Allowance for Loan and Lease LossesIPO: Initial Public Offering
AOCI: Accumulated Other Comprehensive Income (Loss)IRC: Internal Revenue Code
APR: Annual Percentage RateIRLC: Interest Rate Lock Commitment
ARM: Adjustable Rate MortgageISDA: International Swaps and Derivatives Association, Inc.
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
CD: Certificate of DepositMSR: Mortgage Servicing Right
CDC: Fifth Third Community Development Corporation and Fifth ThirdN/A: Not Applicable
Community Development Company, LLCNII: Net Interest Income
CECL: Current Expected Credit LossNM: Not Meaningful
CET1: Common Equity Tier 1OAS: Option-Adjusted Spread
CFPB: United States Consumer Financial Protection BureauOCC: Office of the Comptroller of the Currency
CME: Chicago Mercantile ExchangeOCI: Other Comprehensive Income (Loss)
C&I: Commercial and IndustrialOREO: Other Real Estate Owned
DCF: Discounted Cash FlowPSA: Performance Share Award
DTCC: Depository Trust & Clearing CorporationRCC: 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)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

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

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