Item 8.01 Other Events

As previously announced, on October 27, 2021, Fifth Third Bancorp ("Fifth Third") entered into an accelerated share repurchase transaction with Morgan Stanley & Co. LLC ("Morgan Stanley") pursuant to which Fifth Third would purchase approximately $316 million of its outstanding common stock. Fifth Third is repurchasing the 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.

On November 30, 2021, Fifth Third was notified by Morgan Stanley that it had finished purchasing shares under the October 27th agreement. A total of 6,211,841 shares were repurchased upon execution of the agreement and an additional 1,072,572 shares will be repurchased upon completion of the agreement. The repurchase of the additional shares will settle on Thursday, December 2, 2021. In total, 7,284,413 shares were repurchased under the October 27th agreement, at an average price of $44.15 per share.

After the completion of the October 27th agreement, Fifth Third will have approximately 40.8 million shares of remaining repurchase authority under the aforementioned share repurchase program.

Morgan Stanley 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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