Fifth Third Bancorp (FITB) EVP withholds shares to cover RSU taxes

Rhea-AI Filing Summary

Fifth Third Bancorp EVP Gibson Kala reported two tax-withholding dispositions of common stock related to restricted stock unit vesting. On February 14, 2026, 520 and 710 shares were withheld at $52.86 per share to cover tax liabilities from 2023 and 2024 RSU grants, leaving 50,063 shares held directly.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gibson Kala

(Last) (First) (Middle)

38 FOUNTAIN SQUARE PLAZA

(Street)

CINCINNATI OH 45263

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FIFTH THIRD BANCORP [ FITB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/14/2026		F(1)		520	D	$52.86	50,773	D
Common Stock	02/14/2026		F(2)		710	D	$52.86	50,063	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares withheld for taxes upon the vesting of restricted stock units granted to the reporting person on February 14, 2023.

2. Shares withheld for taxes upon the vesting of restricted stock units granted to the reporting person on February 14, 2024.

Remarks:

	/s/ Shaun Patsy as Attorney-in-Fact for Kala J. Gibson	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Fifth Third Bancorp (FITB) report for EVP Gibson Kala?

Fifth Third Bancorp reported that EVP Gibson Kala had shares withheld to cover taxes on vested restricted stock units. Two tax-withholding dispositions on February 14, 2026 totaled 1,230 common shares at $52.86 per share, leaving him with 50,063 shares held directly after the transactions.

Were Gibson Kala's FITB share dispositions open-market sales?

No, Gibson Kala’s share dispositions were not open-market sales. Both transactions were coded “F,” meaning shares were withheld by the company to pay tax liabilities arising from restricted stock unit vesting, rather than discretionary buying or selling of Fifth Third Bancorp stock in the market.

How many Fifth Third Bancorp shares does Gibson Kala own after these transactions?

After the reported tax-withholding dispositions, EVP Gibson Kala directly owns 50,063 shares of Fifth Third Bancorp common stock. This figure reflects his direct holdings following the two February 14, 2026 transactions where shares were withheld to satisfy tax obligations on vested restricted stock units.

What price was used for Gibson Kala's Fifth Third Bancorp tax-withholding share dispositions?

Both of Gibson Kala’s tax-withholding dispositions used a price of $52.86 per share. This price was applied to 520 shares in one transaction and 710 shares in the second, as Fifth Third Bancorp withheld shares to cover taxes from restricted stock unit vesting events.

What triggered the share withholding events for Gibson Kala at Fifth Third Bancorp?

The share withholdings were triggered by the vesting of restricted stock units previously granted to Gibson Kala. Footnotes state the withheld shares related to RSU awards granted on February 14, 2023 and February 14, 2024, with stock withheld on vesting to satisfy associated tax liabilities.