FIFTH THIRD BANCORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934

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Lead Independent Director Letter to our Shareholders

To my Fellow Shareholders,

It is my great pleasure to invite you to join us at the Fifth Third Bancorp 2024 Annual Shareholders Meeting, which will be held virtually on April 16, 2024. I’m honored and humbled to continue to have the opportunity to serve as Lead Independent Director of our Board.

When I wrote to you last year, the Board could not have predicted the unexpected challenges the financial services industry confronted in 2023. Despite these headwinds, Fifth Third’s strong positioning, built upon a foundation of disciplined and purposeful planning, allowed us to remain steadfastly committed and able to successfully execute our strategic pillars of stability, profitability, and growth – in that order. We achieved top quartile profitability, core deposit growth that was best among our peers, and the best total shareholder return among regional peers (excluding those that participated in FDIC-assisted transactions).

Keeping in mind the unique challenges faced by our industry in 2023, we, as a Board, maintained attention on ensuring that our Board members’ expertise is properly calibrated to an increasingly complex environment and closely tailored to the unique needs of our business. Relying on their extensive experience in the financial sector and in regional banking, our Directors provided critical oversight to Management of our risk and operational strategies during the volatile periods that significantly impacted the banking ecosystem. At the same time, our Directors offered guidance on addressing fast-paced and industry-wide challenges while maintaining focus on the execution of Fifth Third’s specific strategic priorities. These attributes proved our Board was uniquely well-suited to address both the economic and regulatory challenges of 2023 and to provide the oversight to position the Company for long-term, through-the-cycle success in the years to come.

Following a comprehensive and diligent analysis of our Board’s composition, which considered our priorities for succession planning, we bolstered the strength and diversity of our Board with the appointments of Laurent Desmangles and Kathleen A. Rogers in August 2023. Their unique and valuable skills sets have allowed them to make immediate and recognizable contributions to our Board. Mr. Desmangles offers a distinctive perspective on corporate strategy, large-scale innovation, and the implementation of technology-based solutions in the regional bank environment from his time as a Senior Partner and Managing Director of Boston Consulting Group. Ms. Rogers brings to the Board valuable insight and practical experience in the financial and risk management of regional banks from her tenure at U.S. Bank. In light of anticipated retirements in the coming years, the Board will continue its succession planning efforts with a thoughtful approach centered on identifying candidates who meet the priorities identified by the Board while ensuring that our membership’s composition reflects the diverse perspectives of the customers and communities Fifth Third serves.

As we open 2024, we believe that the powerful combination of leadership from our Board and Management will continue to deliver successful outcomes for the Company. Effective January 2, 2024, the Board unanimously appointed our CEO, Tim Spence, to the position of Board Chair. This appointment is a recognition of the Board’s confidence in Tim to guide the organization and his ability to provide strategic and operational leadership. Having relied on a strong foundation to not just weather the challenges of 2023 but to emerge stronger, we believe in the continued focus on our guiding principles of stability, profitability, and growth. Our technological and digital innovations, driven by the 2023 acquisitions of Big Data Healthcare and Rize Money, Inc. and launch of Newline, continue to benefit our customers. We will also continue our commitment to strengthening the communities we serve. In our communities, we’re addressing the housing crisis, lifting up small business, creating inclusion in the financial systems, and focusing on the gaps in education – with an ultimate focus on creating economic mobility for all.

Alongside a strong and resilient Management team, the Board will continue to guide Fifth Third in 2024. We wholeheartedly support Tim’s thoughtful vision for the Company and believe that it will continue to allow Fifth Third to remain focused on the long-term horizon, deliver strong results, and generate sustainable value to shareholders in 2024 and beyond.

Regards,

Nicholas K. Akins Lead Independent Director

Notice of 2024 Annual Meeting of Shareholders

To: Holders of Outstanding Common Stock and 6.00%Non-Cumulative Perpetual Class B Preferred Stock, Series A

Items of Business:

Even if you plan to attend the virtual meeting, please vote at your earliest convenience by signing and returning the proxy card you receive or by voting over the internet or by telephone.

If you plan to attend the virtual Annual Meeting: Please note that any member of the public will be able to attend and listen to the Annual Meeting, though the submission of questions will be limited only to holders of Common Stock and of 6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A (and depository shares representing those shares) (collectively, “Series A, Class B Preferred Stock”) of the Company and the holders of shareholder proxies. Shareholders and others may access the Annual Meeting website beginning at approximately 11:15 a.m., Eastern Time on April 16, 2024. To vote at the meeting, Common Stock shareholders must use their 16-digit control number. For more information on attending the virtual Annual Meeting, please see page 2.

If you have any questions or need assistance voting your shares, please call D.F. King & Co., Inc., which is assisting us, toll-free at 1-800-870-0653.

By Order of the Board of Directors,

Susan B. Zaunbrecher, Corporate Secretary