[144] Fifth Third Bancorp SEC Filing

Rhea-AI Filing Summary

Form 144 notice for Fifth Third Bancorp (FITB) reports a proposed sale of 12,000 common shares through Fidelity Brokerage Services on NASDAQ with an aggregate market value of $539,518.88 and an approximate sale date of 08/26/2025. The filing lists the shares as acquired via company compensation events (restricted stock vesting and SARs) on dates between 11/06/2022 and 02/14/2025, totaling the 12,000 shares to be sold. No securities were reported sold by the same person during the past three months. The filer affirms no undisclosed material adverse information is known.

Positive

• Clear compliance with Rule 144 reporting requirements, including broker, acquisition dates, and nature of issuance
• No reported sales by the same person in the past three months, reducing signs of an ongoing large disposition

Negative

• Insider selling of 12,000 shares valued at $539,518.88 could be perceived negatively by some investors despite being immaterial
• Sale arises from compensation (vesting of restricted stock and SARs), which reduces informational clarity about the seller's motives

Insights

Financial Analyst

TL;DR: Insider plans to sell a modest block of FITB shares (12,000 shares, $539.5k); transaction appears routine and stems from compensation vesting.

The proposed sale is composed of awards acquired through restricted stock vesting and SAR settlement over 2022–2025, indicating these are compensation-related disposals rather than transfers to third parties. At an aggregate value of $539,518.88 versus total outstanding shares of 661,887,239, this block is immaterial to market capitalization and is unlikely to move the stock. The absence of sales in the prior three months reduces concern about an ongoing large-scale disposition.

Corporate Governance Expert

TL;DR: Filing reflects compliance with Rule 144 for planned insider sale; documentation appears complete for the proposed transaction.

The Form 144 lists broker details, specific acquisition dates and the nature of acquisition (restricted stock vesting and SAR), and declares the seller is unaware of undisclosed material adverse information, satisfying required certifications. The staging of acquisitions across multiple dates suggests routine compensation vesting rather than opportunistic disposal. From a governance perspective, the notice provides the expected transparency for an insider sale of this scale.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	12000	539518.88	661887239	08/26/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	11/06/2022	Restricted Stock Vesting	Issuer			4920	11/06/2022	Compensation
Common	02/16/2023	Restricted Stock Vesting	Issuer			2386	02/16/2023	Compensation
Common	02/17/2023	Restricted Stock Vesting	Issuer			1791	02/17/2023	Compensation
Common	07/25/2024	SAR	Issuer			1733	07/25/2024	Compensation
Common	02/14/2025	Restricted Stock Vesting	Issuer			1170	02/14/2025	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the Form 144 for FITB disclose about the planned sale?

The filing discloses a proposed sale of 12,000 common shares via Fidelity on NASDAQ with an aggregate market value of $539,518.88 and approximate sale date 08/26/2025.

How were the shares being sold by the FITB filer acquired?

All listed shares were acquired as compensation through restricted stock vesting and a stock appreciation right (SAR) on dates between 11/06/2022 and 02/14/2025.

Does the filer report other sales in the past three months?

No. The Form 144 states "Nothing to Report" for securities sold during the past three months by the person for whose account the securities are to be sold.

Is the proposed sale material relative to outstanding shares?

No. The 12,000 shares represent a very small fraction of the 661,887,239 shares outstanding reported in the filing, making the sale immaterial to overall share count.

Does the filer assert any undisclosed material information?

By signing, the filer represents they do not know any material adverse information