五三银行美股招股说明书(2025-11-25版)

To the shareholders of Fifth Third Bancorp and the stockholders of Comerica Incorporated MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT On behalf of the boards of directors of Fifth Third Bancorp (“Fifth Third”) and Comerica Incorporated (“Comerica”), we are pleased to enclose this jointproxy statement/prospectus relating to the proposed acquisition of Comerica by Fifth Third. We are requesting that you take certain actions asshareholders or stockholders, as applicable, of Fifth Third and Comerica. The boards of directors of Fifth Third and Comerica have each unanimously approved a merger agreement (as defined below) pursuant to which FifthThird will acquire Comerica. This acquisition brings together two long-tenured banking franchises to create one of the nation’s leading banks and isexpected to be immediately accretive to shareholders and generate sustainable long-term growth. On October5, 2025, Fifth Third and Comerica entered into an Agreement and Plan of Merger (as may be amended, modified or supplemented from timeto time in accordance with its terms, the “merger agreement”) with Fifth Third Financial Corporation, a wholly owned subsidiary of Fifth Third (“FifthThird Intermediary”) and Comerica Holdings Incorporated, a wholly owned subsidiary of Comerica (“Comerica Holdings”). The merger agreementprovides that, upon the terms and subject to the conditions set forth therein, Comerica will merge with and into Fifth Third Intermediary (the “firstmerger”), with Fifth Third Intermediary as the surviving corporation, and immediately thereafter, Comerica Holdings will merge with and into FifthThird Intermediary (the “second merger,” and together with the first merger, collectively, the “mergers”), with Fifth Third Intermediary continuing as thesurviving corporation. Following the completion of the mergers, at a time determined by Fifth Third, Comerica Bank, a Texas banking association and awholly owned subsidiary of Comerica (“Comerica Bank”), and Comerica Bank& Trust, National Association, a national banking association andwholly owned subsidiary of Comerica Holdings (“Comerica Bank& Trust”), will each merge with and into Fifth Third Bank, National Association, anational banking association and a wholly owned subsidiary of Fifth Third Intermediary (“Fifth Third Bank”) (collectively, the “bank mergers”), withFifth Third Bank continuing as the surviving bank. In the first merger, holders of Comerica common stock, par value of $5.00 per share (“Comerica common stock”), will receive 1.8663 shares of FifthThird common stock, without par value, (“Fifth Third common stock”) for each share of Comerica common stock they own (the “exchange ratio”),representing a value of $82.88 per share based upon Fifth Third’s closing stock price on October3, 2025, the last trading day before publicannouncement of the transaction, and a 20% premium to Comerica’s 10-day volume-weighted average stock price as of October3, 2025. Based on theclosing price of Fifth Third common stock on NASDAQ on November 24, 2025, the record date and last practicable trading day before the date of theaccompanying joint proxy statement/prospectus, of $42.33, the exchange ratio represented $79.00per share of Comerica common stock as of such date.Holders of Comerica common stock will receive cash in lieu of fractional shares. In addition, each share of Comerica’s 6.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, SeriesB (the “Comerica preferred stock”),issued and outstanding immediately prior to the effective time of the first merger will convert into the right to receive one (1)share of a newly issuedseries of Fifth Third preferred stock with terms that are not materially less favorable than the terms of Comerica preferred stock (all shares of such newlycreated series, collectively, the “new Fifth Third preferred stock”). Each outstanding Comerica depositary share representing a 1/40th interest in a shareof Comerica preferred stock will become a new Fifth Third depositary share and will represent a 1/40th interest in a share of the new Fifth Thirdpreferred stock. Table of Contents Holders of Fifth Third common stock and holders of Fifth Third preferred stock will continue to own their existing shares of Fifth Third common stockor Fifth Third preferred stock, as applicable, following the first merger. The value of the Fifth Third common stock at the time of completion of the first merger could be greater than, less than or the same as the value of theFifth Third common stock on the date of the accompanying joint proxy statement/prospectus.We urge you to obtain current market quotations ofFifth Third common stock (NASDAQ trading symbol “FITB”) and Comerica common stock (NYSE trading symbol “CMA”). The obligations of Fifth Third and Comerica to complete the first merger are subject to the satisfaction or waiver of a number of the conditions set forthin the merger agreement, a copy of which is attached asAnnex Ato this joint proxy state