Fifth Third Bancorp : Prospectus filed under Rule 424(b)(5)

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FORM424B5

FIFTH THIRD BANCORP - FITB

Filed: September 13, 2019 (period: )

Prospectus filed under Rule 424(b)(5)

The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

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Filed Pursuant to Rule 424(b)(5)

Registration No. 333-230568

CALCULATION OF REGISTRATION FEE

	Maximum
Title of Each Class of	aggregate	Amount of
Securities to be Registered	offering price	registration fee(1)
Depositary Shares each representing a 1/1000th ownership interest in a share of 4.95% Non-Cumulative
Perpetual Preferred Stock, Series K	$250,000,000	$30,300
4.95% Non-Cumulative Perpetual Preferred Stock, Series K	(2)	(2)

1. Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
2. No separate consideration will be payable in respect of 10,000 shares of 4.95% Non-Cumulative Perpetual Preferred Stock, Series K, which are issued in connection with the Registrant's offering of the Depositary Shares.

Source: FIFTH THIRD BANCORP, 424B5, September 13, 2019

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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

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Prospectus supplement

(To prospectus dated March 28, 2019)

10,000,000 Depositary Shares

Each Representing a 1/1000th Ownership Interest in a Share of

4.95% Non-Cumulative Perpetual Preferred Stock, Series K

We are offering 10,000,000 depositary shares ("Depositary Shares") each representing a 1/1000th ownership interest in a share of 4.95% Non-Cumulative Perpetual Preferred Stock, Series K, no par value, $25,000 liquidation preference per share (equivalent to $25 per Depositary Share), or "Series K Preferred Stock," of Fifth Third Bancorp, deposited with American Stock Transfer & Trust Company, LLC, as depositary. The Depositary Shares will be evidenced by depositary receipts. As a holder of Depositary Shares, you will be entitled to all proportional rights and preferences of the Series K Preferred Stock (including dividend, voting, redemption and liquidation rights, if any). You must exercise such rights through the depositary.

Commencing on September 17, 2019, dividends on the Series K Preferred Stock will accrue, on a non-cumulative basis, at an annual rate of 4.95%. Dividends on the liquidation preference of $25,000 per share of Series K Preferred Stock will be payable, when, as and if declared by our board of directors, quarterly in arrears on each of March 31, June 30, September 30, and December 31, beginning on December 31, 2019.

If our board of directors has not declared a dividend on the Series K Preferred Stock before the dividend payment date for any dividend payment period, such dividend shall not be cumulative and shall not accrue or be payable for such dividend payment period, and we will have no obligation to pay dividends for such dividend payment period, whether or not dividends on the Series K Preferred Stock are declared for any future dividend payment period.

The Series K Preferred Stock has no stated maturity date. Subject to obtaining all required regulatory approvals, at our option, from time to time, on any dividend payment date on or after September 30, 2024, we may redeem the Series K Preferred Stock and the related Depositary Shares, in whole or in part, at 100% of their liquidation preference, plus an amount equal to any declared and unpaid dividends, without accumulation of any undeclared dividends. In addition, the Series K Preferred Stock and the related Depositary Shares may be redeemed, at our option, subject to obtaining all required regulatory approvals, in whole but not in part, at any time, following the occurrence of a "regulatory capital event," as described herein, at 100% of their liquidation preference, plus an amount equal to any declared and unpaid dividends, without accumulation of any undeclared dividends.

The Series K Preferred Stock will rank equally with our outstanding Series H Preferred Stock, Series I Preferred Stock, and Series J Preferred Stock, and the Class B Preferred Stock, Series A (the "Series A Class B Preferred Stock"), junior to our secured and unsecured debt, and senior to our common stock. The Series K Preferred Stock will not have voting rights, except as required by Ohio law and described under "Description of the Series K Preferred Stock-Voting rights."

We have applied for listing of the Depositary Shares on the NASDAQ Global Select Market. If the listing is approved, trading of the Depositary Shares is expected to commence within the 30-day period after the original issue date of the Series K Preferred Stock.

Investing in the Depositary Shares representing interests in the Series K Preferred Stock involves risks. See "Risk factors" beginning on page S-6 of this prospectus supplement to read about important factors you should consider before buying the Depositary Shares.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

The Depositary Shares and the Series K Preferred Stock are not savings or deposit accounts or other obligations of any bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

	Per Depositary Share		Total
Initial public offering price(1)	$	25.00	$250,000,000.00
Underwriting discounts(2)	$	0.7496	$	7,495,525.00
Proceeds to us before expenses	$	24.2504	$242,504,475.00

1. Plus declared dividends, if any, on the Series K Preferred Stock from September 17, 2019 to the date of delivery.
2. Reflects 706,000 Depositary Shares sold to institutional investors for which the underwriters received an underwriting discount of $0.25 per Depositary Share and 9,294,000 Depositary Shares sold to retail investors for which the underwriters received an underwriting discount of $0.7875 per Depositary Share.

The underwriters expect to deliver the Depositary Shares in book-entry form only through the facilities of The Depository Trust Company against payment in New York, New York on September 17, 2019 (T+3).

Joint Book-Running Managers

Morgan Stanley

J.P. Morgan

Wells Fargo Securities

UBS Investment Bank

Co-Manager

Fifth Third Securities

Prospectus Supplement dated September 12, 2019

Source: FIFTH THIRD BANCORP, 424B5, September 13, 2019

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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Table of Contents

	Table of Contents
Prospectus supplement
About this prospectus supplement	S-ii
Where you can find more information	S-iii
Forward-looking statements	S-iv
Summary	S-1
Risk factors	S-6
Use of proceeds	S-11
Regulatory considerations	S-12
Description of the Series K Preferred Stock	S-13
Description of the Depositary Shares	S-19
Description of Fifth Third Capital Stock	S-23
Book-entry, delivery and form	S-30
Certain U.S. federal income tax considerations	S-33
Certain ERISA considerations	S-37
Underwriting (conflicts of interest)	S-39
Validity of the securities	S-44
Experts	S-45
Prospectus
About this prospectus	2
Where you can find more information	2
Use of proceeds	3
Plan of distribution	3
Validity of securities	5
Experts	5

S-i

Source: FIFTH THIRD BANCORP, 424B5, September 13, 2019

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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Table of Contents

About this prospectus supplement

This document consists of two parts. The first part is the prospectus supplement, which describes the specific terms of this offering and certain other matters and also adds to and updates information contained in the accompanying prospectus. The second part, the accompanying prospectus, gives more general information about securities we may offer from time to time, some of which may not apply to this offering. You should read both this prospectus supplement and the accompanying prospectus, together with additional information described under the heading "Where you can find more information" in this prospectus supplement.

Unless otherwise mentioned or unless the context requires otherwise, all references in this prospectus supplement to "Fifth Third Bancorp," "Fifth Third," "we," "us," "our" or similar references mean Fifth Third Bancorp and its subsidiaries.

If the information set forth in this prospectus supplement differs in any way from the information set forth in the accompanying prospectus, you should rely on the information set forth in this prospectus supplement.

You should not assume that the information appearing in this prospectus supplement, the accompanying prospectus or any document incorporated by reference is accurate as of any date other than the date of the applicable document. Our business, financial condition, results of operations and prospects may have changed since that date.

We have not, and the underwriters have not, authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus supplement or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.

This prospectus supplement may be used only for the purpose for which it has been prepared. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. Neither this prospectus supplement nor the accompanying prospectus constitutes an offer of, or an invitation on our behalf or on behalf of the underwriters to subscribe for and purchase, any securities, and may not be used for or in connection with an offer or solicitation by anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.

Prospectus Directive / Prohibition of Sales to EEA Retail Investors

Neither the Depositary Shares nor the Series K Preferred Stock are intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MIFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the "Prospectus Directive").

This prospectus supplement is not a prospectus for the purposes of the Prospectus Directive as implemented in member states of the EEA.

S-ii

Source: FIFTH THIRD BANCORP, 424B5, September 13, 2019

Powered by Morningstar® Document Research℠

The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.