Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Leonard James C. 2. Issuer Name and Ticker or Trading Symbol FIFTH THIRD BANCORP [FITB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP & Chief Operating Officer (Last) (First) (Middle) 38 FOUNTAIN SQUARE PLAZA 3. Date of Earliest Transaction (Month/Day/Year) 07/20/2026 (Street) CINCINNATI, OH 45263 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 07/20/2026 M 8,772 A $26.52 296,789 D Common Stock 07/20/2026 F 6,041 D $57.4 290,748 D Common Stock 07/20/2026 M 4,965 A $33.17 295,713 D Common Stock 07/20/2026 F 3,753 D $57.4 291,960 D Common Stock 07/20/2026 M 9,654 A $26.72 301,614 D Common Stock 07/20/2026 F 6,667 D $57.4 294,947 D Common Stock 07/20/2026 M 8,248 A $29.64 303,195 D Common Stock 07/20/2026 F 5,939 D $57.4 297,256 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Appreciation Rights

$26.52

07/20/2026

M

8,772

02/03/2017(1)

02/03/2027

Common Stock

8,772

$ 0

0

D

Stock Appreciation Rights

$33.17

07/20/2026

M

4,965

01/29/2018(1)

01/29/2028

Common Stock

4,965

$ 0

0

D

Stock Appreciation Rights

$26.72

07/20/2026

M

9,654

02/06/2019(1)

02/06/2029

Common Stock

9,654

$ 0

0

D

Stock Appreciation Right

$29.64

07/20/2026

M

8,248

02/12/2020(1)

02/12/2030

Common Stock

8,248

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Leonard James C. 38 FOUNTAIN SQUARE PLAZA CINCINNATI, OH 45263			EVP & Chief Operating Officer

Signatures

/s/ Shaun Patsy, as Attorney-in-Fact for James C. Leonard		07/21/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	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.

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