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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FIFTH THIRD

BANCORP

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Lead Independent Director Letter to our Shareholders

To my Fellow Shareholders,

I’m honored to invite you to join us at the Fifth Third Bancorp 2026 Annual Shareholders Meeting, which will be held virtually on Tuesday, April 21, 2026. I’m extraordinarily appreciative to have been elected by our Board in 2025 to serve as the Lead Independent Director during a profound and historic year for Fifth Third.

For the past several years, our Board has emphasized the prioritization of stability, profitability, and growth – in that order. We, along with Management, believe that this sustained and consistent focus yields strong financial performance that in turn allows Fifth Third to deliver profitability to shareholders, facilitate strategic investment, and support organic growth. The rigor and discipline behind this focus undoubtedly led to a historically transformative year for Fifth Third in 2025. Our Board is proud to lead a Bank that achieved a record $9 billion in revenue in 2025. Along with this strong financial performance, over this past year, Fifth Third has continued the successful execution of its Southeast Expansion strategy, deployed an award-winning mobile banking app, provided market-leading commercial payments offerings, and observed the discipline needed to lead peers in efficiency. But, most of all, we were able to leverage our foundation of stability, profitability, and growth to pursue an opportunity to acquire Comerica. From the Board’s perspective, the acquisition of Comerica enables us to complement our strong organic growth with prospects that align with our strategic priorities, namely the chance to expand Fifth Third’s market share to the Southwest U.S. and to draw upon Comerica’s middle market franchise, which is widely admired within the industry. We are extraordinarily fortunate for the trust that you, as shareholders, have provided to us, as Directors, to guide Fifth Third into a new frontier in its 167 th year.

This year, we will ask you, as shareholders, to elect four new directors to our Board. In early 2026, Thomas H. Harvey retired from our Board. We are grateful for Mr. Harvey’s many contributions to Fifth Third, and previously MB Financial, including his thought-provoking perspective, commitment to collegiality and consensus-building, and steady leadership through both challenging and transitional social and economic cycles during his tenure on our Board and as the Chair of our Nominating and Corporate Governance Committee. We wish him well in his retirement and thank him for his commitment to Fifth Third. We are fortunate to have welcomed four new Directors to our Board in 2026, each of whom has been nominated for election in 2026. Priscilla Almodovar joined our Board in January 2026, offering the Board 30 years of leadership experience and broad expertise that she developed through a career in the financial services, housing, and legal sectors, most recently as the President and Chief Executive Officer of the Federal National Mortgage Association. Our acquisition of Comerica has proven even more valuable with the addition of three former Comerica directors to our Board: Derek J. Kerr, Barbara R. Smith, and Michael G. Van de Ven. Mr. Kerr offers financial and corporate transactional expertise from 20 years of public company leadership experience at American Airlines and its predecessor entities. Ms. Smith brings more than 25 years of public company executive and financial leadership skills to our Board from her service as Chair, President, and Chief Executive Officer of Commercial Metals Company and as Comerica’s presiding director immediately prior to the merger. Mr. Van de Ven’s 33-year career at Southwest Airlines equips the Board with increased public company financial management, accounting, and audit skills. We have nominated Mses. Almodovar and Smith and Messrs. Kerr and Van de Ven, as well as Fifth Third’s 12 continuing Directors, for election to the Board in 2026.

Guiding Fifth Third in 2025 has been a true privilege, and we are deeply thankful for your continuing support. We’re embracing the success of 2025 to continue to serve you, our shareholders, in 2026.

Regards,

Nicholas K. Akins Lead Independent Director

Notice of 2026 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 21, 2026. 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 800-967-5019.

By Order of the Board of Directors,

Michael L. Powell, Corporate Secretary