Mark D. Hazel - 14 Feb 2023 Form 4 Insider Report for FIFTH THIRD BANCORP (FITB)

Role: EVP and Controller
Signature: Shaun Patsy, as Attorney-in-Fact for Mark D. Hazel
Issuer symbol: FITB
Transactions as of: 14 Feb 2023
Net transactions value: -$66,794
Form type: 4
Filing time: 16 Feb 2023, 18:28:50 UTC
Previous filing: 14 Feb 2023
Next filing: 21 Feb 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	FITB	Common Stock	Award	$0	+5,694	+8%	$0.000000	77,226	15 Feb 2023	Direct	F1
transaction	FITB	Common Stock	Tax liability	$66,794	-1,797	-2.3%	$37.17	75,429	15 Feb 2023	Direct	F2
transaction	FITB	Common Stock	Award	$0	+4,046	+5.4%	$0.000000	79,475	14 Feb 2023	Direct	F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	FITB	Stock Appreciation Rights	Award	$0	+5,720		$0.000000	5,720	14 Feb 2023	Common Stock	5,720	$37.19	Direct	F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Performance Share award received upon satisfaction of performance criteria subject to vesting on February 15, 2023.
F2	Shares withheld for taxes upon the vesting performance shares granted to the reporting person.
F3	Restricted Stock Units granted pursuant to Fifth Third Bancorp Incentive Compensation Plan subject to vesting in three equal annual installments beginning on the first anniversary of the grant date.
F4	Indicates grant date. Stock appreciation rights are exercisable in thirds beginning on the first anniversary of the grant date with one-third of the total grant vesting annually over a three-year period.
F5	Granted pursuant to Fifth Third Bancorp Incentive Compensation Plan. No consideration paid.