WIXLIB

Proxy Statement HighlightsThis highlights section does not contain all the information that you should consider before voting. Pleaseread this entire proxy statement carefully. For more information on our 2020 performance, please reviewour Annual Report on Form 10-K for the year ended December 31, 2020, a copy of which is available atir.53.com.Voting matters and Board recommendations:ProposalBoard RecommendationElection of 15 directors to serve until the Annual Meeting of Shareholders in 2022. “FOR” all nomineesRatification of the appointment of Deloitte & Touche to serve as independent externalaudit firm for Fifth Third Bancorp for 2021. “FOR”Advisory approval of Fifth Third Bancorp’s compensation of its named executiveofficers. “FOR”Advisory vote to determine whether the shareholder vote on executive compensationwill occur every 1, 2, or 3 years. “ONE year”Approval of the Fifth Third Bancorp 2021 Incentive Compensation Plan. “FOR”Approval of an amendment to the Fifth Third Bancorp Articles of Incorporation toreduce the shareholder vote required to approve certain matters. “FOR”Approval of an amendment to the Fifth Third Bancorp Articles of Incorporation toeliminate cumulative voting. “FOR”Casting your vote: Our Board of Directors is soliciting proxies and voting instructions for the Annual Meeting of Shareholders to beheld virtually on Tuesday, April 13, 2021 at 11:30 a.m. eastern daylight saving time. The proxy materials were firstmade available to shareholders on or about March 2, 2021. Your vote is important! Please cast your vote as soon as possible, but, if you vote by Internet or phone, you mustvote no later than 11:59 p.m. eastern daylight saving time on April 12, 2021 for Common Stock held directly and by11:59 p.m. eastern daylight saving time on April 8, 2021 for Common Stock held in a Plan and for depositary sharesrepresenting Series A, Class B Preferred 00.690.6903Sign, date, and mail theenclosed Proxy card.For more information on how to cast your vote, please see pages 107-108.www.proxyvote.comFifth Third 2021 Proxy Statement1

PROXY STATEMENT HIGHLIGHTSAttending the Annual Meeting:Due to the ongoing global health pandemic causedby COVID-19, our 2021 Annual Meeting (“AnnualMeeting”) will be held in a virtual format only, via theinternet. There will be no physical location for theAnnual Meeting, and you will not be able to attendin person. We believe holding our Annual Meeting ina virtual-only format ensures and protects thehealth and safety of our employees, shareholders,and directors and is consistent with federal, state,and local public health guidance. In addition, webelieve that holding our Annual Meeting virtuallyfacilitates shareholder attendance and participationby allowing all shareholders to participate equally,through any internet-connected device from anylocation, free of cost. Moreover, a virtual meetingwill enable us to conduct the Annual Meeting with areduced carbon footprint and less environmentalimpact compared to an in-person meeting. Asdescribed below, we believe that we observe bestpractices for virtual shareholder meetings, includingby providing a support line for technical and otherassistance and addressing as many questions astime allows. You will be able to attend the AnnualMeeting virtually by .Shareholders of record of Fifth Third CommonStock or of Series A, Class B Preferred Stock,record holders of depositary shares representingSeries A, Class B Preferred Stock, beneficial holdersof Fifth Third Common Stock or of depositaryshares representing Series A, Class B PreferredStock, or authorized representatives of a beneficialholder of Fifth Third Common Stock or ofdepositary shares representing Series A, Class BPreferred Stock, or their legal proxy holders, as ofthe close of business on February 19, 2021, therecord date, are entitled to attend the virtualAnnual Meeting. You must use your 16-digit controlnumber that is printed in the box marked by thearrow on your Notice of Internet Availability ofProxy Materials or your Proxy Card to be able toaccess the meeting.The Annual Meeting will start at 11:30 a.m. easterndaylight saving time on April 13, 2021.Shareholders may participate by logging nning at 11:15 a.m. Eastern daylight savingtime and entering their 16-digit control number.We encourage shareholders to visitwww.virtualshareholdermeeting.com/FITB2021in advance of the meeting to familiarizethemselves with the online access process and2update their devices as appropriate. The virtualAnnual Meeting platform is fully supported acrossbrowsers and devices that are equipped with themost updated version of applicable software andplugins. Shareholders should verify their internetconnection prior to the meeting. Additionally,shareholders should allow sufficient time afterlogging in to ensure that they can hear streamingaudio prior to the start of the meeting.Shareholders encountering difficulty with theAnnual Meeting virtual platform during the sign-inprocess or at any time during the meeting mayutilize technical support provided by theCompany through Broadridge Financial Solutions,Inc. Technical support information is provided onthe sign-in page for all shareholders. If you havedifficulties accessing the virtual Annual Meetingduring check-in or during the meeting, please callthe technical support number listed on the AnnualMeeting sign-in page.Shareholders will have substantially the sameopportunities to participate in our virtual AnnualMeeting as they would have at an in-person meeting.Shareholders will be able to attend, vote (in the caseof holders of Common Stock), examine theshareholder list, and submit questions before andduring a portion of the meeting via the onlineplatform. Shareholders may submit questions bysigning into the virtual meeting platform g a question into the “Ask a Question” field, andclicking submit. You may submit questions beginningon April 6, 2021 by logging onto proxyvote.com withyour 16-digit control number. Questions whichcomply with the Rules of Conduct and that aregermane to the purpose of the Annual Meeting willbe answered during the meeting, subject to timeconstraints. Questions regarding personal matters ormatters not relevant to the Annual Meeting will notbe answered. If we receive substantially similarquestions, we will group them together.Shareholders of Common Stock may vote duringthe Annual Meeting. Shareholders may also votebefore the date of the Annual Meeting using the oneof the methods provided on the proxy card. Holdersof depositary shares representing Series A, Class BPreferred Stock may only submit voting instructionsprior to the Annual Meeting using one of themethods provided on the proxy card. Werecommend that shareholders vote by mail, internet,or telephone prior to the Annual Meeting, even ifthey plan to attend the Annual Meeting virtually.

PROXY STATEMENT HIGHLIGHTSAbout Our CompanyThe Bancorp is a diversifiedCore Valuesfinancial services company1. Work as One BankProactively collaborate to achieve shared goals.headquartered in Cincinnati, Ohioand is the indirect holding2. Take AccountabilityOwn what you do and speak up if somethingfeels wrong, looks wrong, or is wrong.company of Fifth Third Bank,National Association. TheBancorp operates four main3. Be Respectful and InclusiveRespect diversity. Fully integrate ideas fromvarying perspectives.businesses: Commercial Banking,Branch Banking, ConsumerLending, and Wealth & Asset4. Act with IntegrityBe honest. Be fair. Do the right thing.Management.Fifth Third Bank Footprint MapRegional footprintKey Southeast MSAs of focusFITB markets with a top 3 deposit shareOut of footprint corporate and middle market bankingoffice (London and Toronto offices not shown)Fifth Third 2021 Proxy Statement3

PROXY STATEMENT HIGHLIGHTSCorporate Performance HighlightsStrong financial performance amidchallenging operating environmentbrought on by the pandemic 1.4B net income and diluted EPS of 1.83 Maintained credit risk discipline and increasedreserves 184% including the impact of CurrentExpected Credits Losses (“CECL”) MethodologyStrong capital & liquidity Maintained robust capital levels withCommon Equity Tier 1 of 10.34% Heavily core-funded, with loan-to-coredeposit ratio the lowest in more than 15years Generated peer leading consumer householdgrowth of 3%, with outsized success inChicago and our key Southeast marketsStrong shareholder returns Generated strong return metrics amid thechallenging operating environmentSupport for individuals, families,employees, businesses, andcommunities amid pandemic Worked closely with customers to supportthem through PPP, hardship reliefprograms, and other outreach effortsincluding over three million calls Kept 99% of branches open for business Provided up to 1,000 of special paymentsto banking center personnel providingessential banking servicesEnvironmental, Social, andGovernance (ESG) Published inaugural ESG report, whichhighlighted our efforts to generatesustainable value for all stakeholders Completed our five-year CommunityCommitment and significantly exceededour 32 billion goal Remain committed to equality, equity, andinclusion for all, which was formalized in athree-year, 2.8 billion pledge throughlending, investing, and donating Became first U.S. regional bank to achievecarbon neutrality in its operations for 2020 Set our first sustainable finance goal of 8 billion, to be achieved by 20254 Remain focused on generating sustainablelong-term value for shareholdersStrong balance sheet management 11 billion cash flow hedge portfolio toprovide protection against low interest rateenvironment Securities portfolio is uniquely positioned todeliver solid returns in the challenginginterest rate environment Successfully managed interest-bearing coredeposits 68 bps lower during the yearDisciplined riskmanagement Effectively pivoted risk management effortsto address pandemic-related concernsincluding formation of a dedicated andcentralized team to manage hardshiprequests and enhanced portfoliosurveillance Enhanced underwriting standards acrossalmost all consumer products toappropriately manage risk

PROXY STATEMENT HIGHLIGHTSGovernance HighlightsRobust Board Engagement and OversightStrong Female Lead Independent Director Collaborates with Chair on schedule, agendas, and meeting materials for Board meetings Leads executive sessions of the Board Leads Board evaluation interviews with all independent directors Functions as a mentor to CEO on board-related issues Leads executive sessions of independent directors and acts as a liaison between independent membersand Chair Deep knowledge of and extensive experience in financial matters, with 47 years in finance roles97%Board of DirectorsMeetingsarlu10ec i a l MeSp2ing sRegNumber of Meetingsetaggregate attendanceof all current directorsat Board and committeemeetings during 2020100%2020attendance of allcurrent directorsat the 2020 AnnualShareholders MeetingStrong Technology, Data Security, and Privacy Oversight The Technology Committee, established in 2020, oversees the Company’s technology and innovationstrategies, plans, and operations The Technology Committee and Risk and Compliance Committee periodically meet to review risks related totechnology, information security, cybersecurity, and privacy Chief Information Security Officer provides reports directly to the Board Information security program aligns with multiple industry standards Enterprise-wide data privacy program protects customers’ personal informationFifth Third 2021 Proxy Statement5

PROXY STATEMENT HIGHLIGHTSGovernance HighlightsDiverse Skills and Attributes Among Board MembersAccounting/ Financial Reporting11/15Executive Management15/15Compensation and Benefits12/15Financial Services Industry10/15Corporate GovernanceHuman Capital Management15/1512/15CybersecurityLegal and Regulatory8/1510/15Digital Innovation and FinTech7/15Risk Management14/15Environmental, Social, and Governance11/15Strategic Planning15/15䡲 represents each director who possesses the skill or attributeDirectors’ Gender6Directors’ EthnicityDirectors’ Average TenureDirectors’ Independence33%20%6.3 yrs87%FemaleDiverseAverageIndependent

PROXY STATEMENT HIGHLIGHTSBoard Independence, Board Accountability, and Board EffectivenessFifth Third’s Board of Directors is committed to strong and effective governance andoversight. Annually, the Board reviews and, as necessary, enhances, its practices in relation toBoard independence, Board accountability, and Board effectiveness. Below are somehighlights of our Board governance program.Board Independence Strong Lead Independent Director: The Board of Directors has a Lead Independent Director who provides strongleadership of the independent directors through responsibilities expressly defined in Fifth Third’s CorporateGovernance Guidelines. Substantial Majority of Independent Directors: The Board of Directors is comprised of a substantial majority ofindependent directors. All directors are considered independent under applicable standards except Mr. Carmichael,our CEO, and Mr. Feiger, a former employee of Fifth Third and former CEO of MB Financial, Inc. Independent Director-Led Committees: All committees of the Board of Directors are comprised of independentdirectors. Executive Sessions: Independent directors meet in executive session at regularly scheduled board and committeemeetings. Engagement with Regulators: Fifth Third’s regulators are invited to meet with independent directors outside thepresence of management.Board Accountability Ethics Training and Certification: Directors receive annual ethics training and must review and acknowledge theCode of Business Conduct and Ethics. Attendance: The Board of Directors and its committees had a 97% aggregate attendance rate in 2020. Annual Elections Subject to Majority Vote: Fifth Third utilizes majority voting requirements for uncontested directorelections and all directors must be elected annually with no staggered or multi-year terms. Retirement Age: Our Code of Regulations provides that a director should not stand for re-election at the Annual Meetingfollowing his/her 72nd birthday; provided that the Nominating and Corporate Governance Committee may waive thisrequirement upon consideration. Annually Reviewed Director Pay Program: The Director Pay Program is reviewed and approved annually by theHuman Capital and Compensation Committee. Oversight of Strategy: The Board of Directors actively oversees the development of strategic objectives during itsSeptember Board meeting and receives updates on the implementation of strategic plans throughout the year atregularly scheduled Board meetings. The Board also reviews the risk assessment of the strategic plan. Proxy Access: The Board amended the Bancorp’s Code of Regulations in 2020 to allow proxy access. Stock Ownership Requirements: Directors are required to own Fifth Third stock equal in value to six times theirannual Board member salary (not including fees for committee service) within five years of their Board appointment. Oversight of Succession Planning. The Board engages in an annual succession planning review meeting, in additionto regular succession planning discussions at the Committee level.Board Effectiveness Robust Self-Assessments, Including Lead Independent Director Interviews: The Board of Directors and theNominating and Corporate Governance Committee oversee the annual evaluation process which includes bothwritten assessments of the Board and each committee and interviews between the Lead Independent Director andeach independent director. Management implements action plans based on directors’ feedback and reports to theBoard on the implementation of those plans. Director Skills and Expertise: The Board annually reviews directors’ skills and expertise to ensure the Boardrepresents a diverse skill set oriented to the historical and emerging needs of the business. In 2020, the Board addedtwo new directors to enhance the Board’s skills and expertise. Strong Director Education Program: Fifth Third has instituted a robust director education program, approved by theBoard, with director education sessions that typically occur at every regularly scheduled Board and committeemeetings. Broad Director Onboarding Program: An enhanced Director Onboarding Program was adopted in 2018 and isreviewed annually. It includes one-on-one sessions with key executives and functional area representatives, facilitytours, and training on company policies and industry trends. Over-boarding Restrictions: Directors are subject to over-boarding restrictions, revised in 2019 to more closely alignwith shareholder expectations. Strong Corporate Governance Guidelines: The Corporate Governance Guidelines and Board Committee Charters arereviewed annually to maintain strong and sound governance practices.Fifth Third 2021 Proxy Statement7

PROXY STATEMENT HIGHLIGHTSExecutive Compensation HighlightsWe support our compensation program with a number of best practices in governance and executivecompensation, including the following:Compensation matterFifth Third’s practiceCEO pay ratioFrequency of pay equity practices reviewAnnualFrequency of say-on-pay advisory voteAnnualRobust code of business conduct and ethics Pay for performance Employment agreements for executive officers Excessive perks What we did in 2020.8141:1How we delivered in 2020.Effectively managed COVID-19 crisisto best protect our customers andemployees Increased access to onsite care Increased number of sick days available to employees Provided additional compensation and critical protectivemeasures to on-site employees. For more information, pleasesee page 9.Achieved above-target performanceunder variable compensation plan The Company achieved 116% of target performance forVariable Compensation Pool Funding. The Company updated the long-term incentive award mix forNamed Executive Officers in order to better align with theCompany’s strategic objectives and compensation philosophy.For more information, please refer to page 58.Continued to implementEnvironmental Social and GovernanceStrategy In 2020, we became the first U.S. commercial bank to join theSustainable Accounting Standards Board (SASB) alliance

Advisory approval of Fifth Third Bancorp's compensation of its named executive officers. "FOR" Advisory vote to determine whether the shareholder vote on executive compensation will occur every 1, 2, or 3 years. "ONE year" Approval of the Fifth Third Bancorp 2021 Incentive Compensation Plan. "FOR"