Item 8.01 Other Events

As previously announced, on July 23, 2021, Fifth Third Bancorp ("Fifth Third") entered into an accelerated share repurchase transaction with Citibank, N.A. ("Citi") pursuant to which Fifth Third would purchase approximately $550 million of its outstanding common stock under two $275 million confirmations (the "July 2021 Repurchase"). Fifth Third is repurchasing these shares of its common stock as part of its 100 million share repurchase program previously announced in a press release on June 18, 2019 and a current report on Form 8-K filed on June 20, 2019 (the "June 2019 Repurchase Program").

On September 27, 2021, Fifth Third was notified by Citi that it had finished purchasing shares in connection with both $275 million confirmations from the July 2021 Repurchase. A total of 13,065,958 shares were repurchased upon execution of the July 2021 Repurchase (6,532,979 for each separate confirmation), and an additional 711,814 shares will be repurchased tomorrow, September 29, 2021, upon completion of the first confirmation and 701,397 shares will be repurchased tomorrow upon completion of the second confirmation. In total, 7,244,793 shares will have been repurchased at an average price of $38.6583 per share under the first confirmation and 7,234,376 shares will have been repurchased at an average price of $38.7130 per share under the second confirmation.

After completion of the July 2021 Repurchase, Fifth Third will have approximately 48 million shares of remaining repurchase authority under the aforementioned June 2019 Repurchase Program.

Citi and certain of its affiliates have performed, and in the future may perform, various financial advisory and other services for Fifth Third and Fifth Third's affiliates for which they have received, and may in the future receive, customary fees and expenses.

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