五三银行美股招股说明书(2026-01-28版)

$2,000,000,0004.566% Fixed Rate/Floating Rate Senior Notes due 2032Issue Price for the Notes: 100.000% 5.141% Fixed Rate/Floating Rate Senior Notes due 2037Issue Price for the Notes: 100.000% Fifth Third Bancorp is offering $1,000,000,000 in an aggregate principal amount of 4.566% Fixed Rate/Floating Rate Senior Notes due2032 (the “2032notes”) and $1,000,000,000 in an aggregate principal amount of 5.141% Fixed Rate/Floating Rate Senior Notes due 2037(the “2037 notes”). In this prospectus supplement, we refer to the 2032 notes and the 2037 notes collectively as the “notes.” The 2032 notes will initially bear interest at the rate of 4.566% per annum, payable semi-annually in arrears on April29 and on October 29of each year, commencing on April29, 2026 and ending on April29, 2031. Commencing on April29, 2031, the notes will bear interest at afloating rate per annum equal to Compounded SOFR (determined with respect to each quarterly interest period using the SOFR Index asdescribed herein) plus 0.95%, payable quarterly in arrears on July29, 2031, October29, 2031, January29, 2032 and at the 2032 maturitydate (as defined below). The 2032 notes will mature on April29, 2032. The 2037 notes will initially bear interest at the rate of 5.141% per annum, payable semi-annually in arrears on July29 and on January29of each year, commencing on July29, 2026 and ending on January29, 2036. Commencing on January29, 2036, the notes will bearinterest at a floating rate per annum equal to Compounded SOFR (determined with respect to each quarterly interest period using theSOFR Index as described herein) plus 1.24%, payable quarterly in arrears on April29, 2036, July29, 2036, October29, 2036 and at the2037 maturity date (as defined below). The 2037 notes will mature on January29, 2037. The notes will be unsecured senior obligations of Fifth Third Bancorp. The 2032 notes will be redeemable, in whole and in part, by us on and after the date that is 180 days after the issue date and prior toApril29, 2031 (one year prior to the 2032 maturity date), at the greater of (i)the sum of present values of the remaining scheduledpayments of principal and interest thereon discounted to the redemption date on a semi-annual basis at the treasury rate (as definedbelow) plus15 basis points, less interest accrued to the redemption date, and (ii)100% of the principal amount on the notes beingredeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date. In addition, the notes will be redeemable, inwhole, but not in part, by us on April29, 2031 (one year prior to the 2032 maturity date), at 100% of the principal amount of the notesbeing redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. In addition, the 2032 notes willbe redeemable, in whole or in part, by us on or after the 30th day prior to the 2032 maturity date at 100% of the principal amount of thenotes being redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. See “Description of theNotes—Optional redemption for 2032 notes.” The 2037 notes will be redeemable, in whole and in part, by us on and after the date that is 180 days after the issue date and prior toJanuary29, 2036 (one year prior to the 2037 maturity date), at the Table of Contents greater of (i)the sum of present values of the remaining scheduled payments of principal and interest thereon discounted to theredemption date on a semi-annual basis at the treasury rate (as defined below) plus 15 basis points, less interest accrued to theredemption date, and (ii) 100% of the principal amount on the notes being redeemed, plus accrued and unpaid interest thereon to, butexcluding, the redemption date. In addition, the notes will be redeemable, in whole, but not in part, by us on January29, 2036 (one yearprior to the 2037 maturity date), at 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest thereon, ifany, to, but excluding, the redemption date. In addition, the 2037 notes will be redeemable, in whole or in part, by us on or after the 90thday prior to the 2037 maturity date at 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interestthereon, if any, to, but excluding, the redemption date. See “Description of the Notes—Optional redemption for 2037 notes.” There will be no sinking fund for the notes. The notes will be issued only in minimum denominations of $2,000 or any integral multiples of$1,000 in excess thereof. See “Risk Factors” beginning on page S-7 of this prospectus supplement and in the documents incorporated by reference inthis prospectus supplement for a discussion of certain risks that you should consider in connection with an investment in thenotes. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thenotes or determined that this prospectus supplement or the accompa