Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On January 20, 2023, Fifth Third Bancorp ("Fifth Third") entered into a new share repurchase agreement with Morgan Stanley & Co. LLC ("Morgan Stanley") pursuant to which Fifth Third will purchase approximately $200 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.


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Under the Master Confirmation dated as of July 29, 2015, supplemented by a Supplemental Confirmation dated January 20, 2023 with a notional amount of $200 million (together, the "Repurchase Agreement"), between Fifth Third and Morgan Stanley, Fifth Third will pay an aggregate of $200 million to Morgan Stanley on January 24, 2023, and expects to receive a substantial majority of the shares underlying the Repurchase Agreement by January 24, 2023. The actual number of shares of Fifth Third common stock to be delivered by Morgan Stanley will be based generally on a discount to the average of the daily volume-weighted average NASDAQ prices of Fifth Third's common stock during the term of the Repurchase Agreement. At settlement, Morgan Stanley may be obligated to deliver additional shares of Fifth Third's common stock to Fifth Third, or Fifth Third may be obligated to make a delivery of common stock or a payment of cash to Morgan Stanley at Fifth Third's election. Fifth Third expects the settlement of the transaction to occur on or before March 30, 2023.

The Repurchase Agreement is subject to certain customary adjustments and termination provisions. In addition, upon the occurrence of certain extraordinary events, Morgan Stanley is entitled to terminate the Repurchase Agreement, in which case Fifth Third may receive fewer shares of its common stock than expected.

The foregoing description of the Repurchase Agreement is a summary and is qualified in its entirety by the terms of the Repurchase Agreement, a copy of which will be filed as an exhibit to Fifth Third's Form 10-K for the fiscal year ending December 31, 2022.

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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