Fifth Third (FITB) EVP withholds stock to cover RSU tax obligations

Rhea-AI Filing Summary

FIFTH THIRD BANCORP executive vice president Melissa S. Stevens reported two tax-related share dispositions of common stock. On February 14, 2026, 790 shares and 682 shares were withheld at $52.86 per share to cover taxes upon vesting of restricted stock units granted on February 14, 2023 and February 14, 2024. After these withholdings, she directly owned 63,094 common shares.

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^*

Stevens Melissa S.

(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)		790	D	$52.86	63,776	D
Common Stock	02/14/2026		F(2)		682	D	$52.86	63,094	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 Melissa S. Stevens	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did FITB executive Melissa S. Stevens report in this Form 4?

Melissa S. Stevens reported tax-related share dispositions of Fifth Third Bancorp common stock. Shares were withheld to cover taxes upon vesting of restricted stock units granted in 2023 and 2024, rather than sold in open-market transactions.

How many Fifth Third Bancorp (FITB) shares were withheld for taxes?

A total of 790 shares and 682 shares of Fifth Third Bancorp common stock were withheld. Each withholding occurred on February 14, 2026, in connection with the vesting of separate restricted stock unit grants to the executive vice president.

What price per share was used for the FITB tax-withholding dispositions?

The tax-withholding dispositions used a price of $52.86 per share. This price applied to both the 790-share and 682-share withholdings, reflecting the value used to satisfy the executive’s tax obligations when the restricted stock units vested.

Were the FITB transactions open-market sales by Melissa S. Stevens?

No, the transactions were not open-market sales. They were coded as tax-withholding dispositions, meaning shares were surrendered to cover tax liabilities when restricted stock units vested, rather than being sold to other investors on the open market.

How many FITB shares does Melissa S. Stevens own after these transactions?

Following the reported tax-withholding dispositions, Melissa S. Stevens directly owns 63,094 shares of Fifth Third Bancorp common stock. This figure reflects her direct holdings after both February 14, 2026 restricted stock unit vesting-related withholdings.

Which restricted stock unit grants triggered the FITB tax withholdings?

The tax withholdings were triggered by vesting of restricted stock units granted on February 14, 2023 and February 14, 2024. Each grant’s vesting led to a separate share withholding transaction to satisfy the associated tax obligations for the executive.