Company Update

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 13, 2025 Fifth Third Bancorp (Exact name of registrant as specified in its charter) Ohio   001-33653   31-0854434 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.) Fifth Third Center 38 Fountain Square Plaza , Cincinnati , Ohio 45263 (Address of Principal Executive Offices) (Zip Code) ( 800 ) 972-3030 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below)      ☐      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)      ☐      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)      ☐      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))      ☐      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock, Without Par Value   FITB   The NASDAQ  Stock Market LLC Depositary Shares Representing a 1/1000th Ownership Interest in a Share of 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series I   FITBI   The NASDAQ  Stock Market LLC Depositary Shares Representing a 1/40th Ownership Interest in a Share of 6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A   FITBP   The NASDAQ  Stock Market LLC Depositary Shares Representing a 1/1000th Ownership Interest in a Share of 4.95% Non-Cumulative Perpetual Preferred Stock, Series K   FITBO   The NASDAQ  Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company     ☐              If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐ Item 8.01. Other Events On June 13, 2025, Fifth Third’s Board of Directors authorized Fifth Third to repurchase up to 100 million shares of its outstanding common stock in the open market or in privately negotiated transactions, and to utilize any derivative or similar instrument to effect share repurchase transactions (including without limitation, accelerated share repurchase contracts, equity forward transactions, equity option transactions, equity swap transactions, cap transactions, collar transactions, floor transactions or other similar transactions or any combination of the foregoing transactions). This share repurchase authorization replaces the Board’s previous authorization pursuant to which approximately 11.8 million shares remained available for repurchase by Fifth Third. Fifth Third announced this new authorization in a press release dated June 16, 2025 that is attached hereto as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits Exhibit 99.1 – Press Release dated June 16, 2025 Exhibit 104 – Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FIFTH THIRD BANCORP (Registrant) Date: June 16, 2025 By: /s/ SUSAN B. ZAUNBRECHER Susan B. Zaunbrecher Executive Vice President, Chief Legal Officer