SEC Form FWP filed by Fifth Third Bancorp

Fixed Rate Period: 4.895% per annum

Floating Rate Period: Compounded SOFR, determined as set forth under “Description of the Notes—Floating rate period” in the preliminary prospectus supplement dated September 3, 2024, plus 1.486%

Fixed Rate Period: Semi-Annually

Floating Rate Period: Quarterly

Fixed Rate Period: Every March 6 and September 6, commencing on March 6, 2025 and ending on September 6, 2029

Floating Rate Period: December 6, 2029, March 6, 2030, June 6, 2030 and September 6, 2030

Fixed Rate Period: 30/360

Floating Rate Period: Actual/360

On and after the date that is 180 days after the issue date and prior to September 6, 2029 (one year prior to the Maturity Date), the Issuer may redeem the Notes at its option, in whole or in part at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the notes to be redeemed matured on September 6, 2029) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate (as defined in the preliminary prospectus supplement dated September 3, 2024) plus 20 basis points less (b) interest accrued to the redemption date; and

(ii)  100% of the principal amount on the notes to be redeemed;

plus in either case, accrued and unpaid interest thereon to, but excluding, the redemption date.

In addition, the Notes will be redeemable in whole, but not in part, by the Issuer on September 6, 2029, the date that is one year prior to the Maturity Date, at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date.

In addition, the Notes will be redeemable, in whole or in part, by the Issuer on or after the 30^th day prior to the Maturity Date at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date.

RBC Capital Markets, LLC

BofA Securities, Inc.

Fifth Third Securities, Inc.

Morgan Stanley & Co. LLC

Academy Securities, Inc.

Independence Point Securities LLC

Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

It is expected that delivery of the Notes will be made against payment thereof on or about September 6, 2024, which is the third business day following the date hereof (this settlement cycle being referred to as “T+3”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to one business day before delivery of the Notes will be required, by virtue of the fact that the Notes initially will settle in T+3, to specify alternative settlement arrangements to prevent a failed settlement.