Material Event Form 8 K

Offering of 4.895% Fixed Rate/Floating Rate Senior Notes Due 2030. On September 6, 2024, Fifth Third issued $750,000,000 in principal amount of its 4.895% Fixed Rate/Floating Rate Senior Notes due 2030 (the "Senior Notes Offering") sold pursuant to an Underwriting Agreement (the "Underwriting Agreement") with RBC Capital Markets, LLC, BofA Securities, Inc., Fifth Third Securities, Inc., and Morgan Stanley & Co. LLC. On September 6, 2024, Fifth Third entered into a Supplemental Indenture with Wilmington Trust Company, as Trustee, which modifies the existing Indenture for Senior Debt Securities dated as of April 30, 2008, as amended by Article 4 of the Twelfth Supplemental Indenture dated as of April 25, 2022 between Fifth Third and the Trustee. The Supplemental Indenture and the Indenture define the rights of the 4.895% Fixed Rate/Floating Rate Senior Notes due 2030 (the "Senior Notes"), which Senior Notes are represented by Global Securities dated as of September 6, 2024. The net proceeds from the sale of the Senior Notes after the underwriting discount and estimated expenses to be paid by Fifth Third are approximately $745,859,550.

The Senior Notes Offering is described in Fifth Third's prospectus supplement dated September 3, 2024, together with the related prospectus dated March 28, 2022, filed with the SEC under Rule 424(b) on September 5, 2024.

The Underwriting Agreement, the Supplemental Indenture and the Global Securities representing the Senior Notes contain various representations, warranties and agreements by Fifth Third, conditions to closing, indemnification rights and obligations of the parties, and termination provisions. The descriptions of the Underwriting Agreement, the Supplemental Indenture and the Global Securities, and other documents relating to this transaction do not purport to be complete and are qualified in their entirety by reference to the full text of such securities and documents, forms or copies of which are attached hereto as exhibits and incorporated herein by reference.

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The Senior Notes sold in the Senior Notes Offering were registered by Fifth Third pursuant to an automatic shelf registration statement on Form S-3(SEC File No. 333-263894)filed with the SEC on March 28, 2022.