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

(AMENDMENT NO. )

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Lead Independent Director Letter to our Shareholders

To my Fellow Shareholders,

It is with great pride that I invite you to join us at the Fifth Third Bancorp 2025 Annual Shareholders Meeting, which will be held virtually on Tuesday, April 15, 2025. I’m pleased to have served the Board once again this year as Lead Independent Director.

In 2024, our Board maintained a focus on ensuring that Fifth Third delivers consistently strong results for our shareholders. The Board remained committed to the core principals of stability, profitability, and growth. Our balance sheet reflects stability through a diversified loan portfolio that is resilient to changes in the interest rate environment. We’ve achieved top-quartile profitability through well-diversified revenue streams and expense discipline. We continue to execute on our growth strategies, as evident in our Southeast expansion, middle market expansion, Commercial payments investment, increase in Wealth and Asset Management sales force, and technology modernization initiatives. With a strong and collaborative management team in place, the Board will continue to focus on a strategy that yields long-term growth and shareholder value.

This year, three of our esteemed and long-serving directors will retire. Marsha Williams joined our Board in 2008. Her contributions to our Board and our Company are innumerable. Having served as Lead Independent Director, she leaves the Board with a legacy of collegiality, consensus-building, and reasoned decision-making. Emerson Brumback joined our Board in 2009 after a successful career in the banking industry. Throughout his tenure as Audit Committee Chair and later as Risk and Compliance Committee Chair, Mr. Brumback demonstrated invaluable risk and operational expertise through varying economic cycles. Mike McCallister joined our Board in 2011 after a successful career at Humana, serving as its Chair, CEO, and President. Drawing on his experience as a public company CEO, he has provided a unique perspective on corporate transactions and chaired our Human Capital and Compensation Committee for several years with steady and thoughtful leadership. We wish Marsha, Emerson, and Mike the best in their retirements and remain most grateful for their extraordinary contributions to our Board and our Company. We believe our recent and continuing succession planning efforts have positioned the Board to maintain the appropriate expertise and experience to ensure our continued high level of effectiveness. We will continue to engage in succession planning initiatives into 2025 and beyond. Following the retirements of Ms. Williams and Messrs. Brumback and Heminger, our Board has voted to reduce its size to 13 members.

We look forward to the opportunities 2025 offers. Indeed, it is an exciting time for Fifth Third, and we look forward to continuing to serve you, our shareholders.

Regards,

Nicholas K. Akins Lead Independent Director

Notice of 2025 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 15, 2025. 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,

Michael L. Powell, Corporate Secretary