Fifth Third Bancorp (FITB) CFO granted stock awards, shares withheld for taxes

Rhea-AI Filing Summary

FIFTH THIRD BANCORP Chief Financial Officer Bryan D. Preston reported equity compensation transactions in company common stock. He acquired 20,133 shares and 9,755 shares on a grant basis at $0.00 per share under the Fifth Third Bancorp Incentive Compensation Plan.

The 20,133-share award consists of Restricted Stock Units that vest in three equal annual installments beginning on the first anniversary of the grant date. The 9,755-share performance award was received upon satisfaction of performance criteria and is subject to vesting on February 18, 2026.

To cover taxes upon vesting of performance shares, 4,283 shares were withheld at $52.86 per share as a tax-withholding disposition. Following these transactions, Preston directly owned 101,291.3081 shares of Fifth Third Bancorp common stock.

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

OMB APPROVAL

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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^*

Preston Bryan D.

(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)
	Chief Financial Officer & EVP

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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(1)	02/18/2026		A		20,133	A	$0(2)	95,819.3081	D
Common Stock(3)	02/18/2026		A		9,755	A	$0(2)	105,574.3081	D
Common Stock(4)	02/18/2026		F		4,283	D	$52.86	101,291.3081	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. Restricted Stock Units granted pursuant to Fifth Third Bancorp Incentive Compensation Plan subject to vesting in three equal annual installments beginning on the first anniversary of the grant date.

2. Granted pursuant to Fifth Third Bancorp Incentive Compensation Plan. No consideration paid.

3. Performance Share award received upon satisfaction of performance criteria subject to vesting on February 18, 2026.

4. Shares withheld for taxes upon the vesting of performance shares granted to the reporting person.

Remarks:

	Stephanie Meade, as Attorney-in-Fact for Bryan D. Preston	02/19/2026
	** 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 equity awards did FIFTH THIRD BANCORP (FITB) CFO Bryan D. Preston receive?

Bryan D. Preston received two stock awards: 20,133 Restricted Stock Units and 9,755 performance-based shares. Both were granted at $0.00 per share under the Fifth Third Bancorp Incentive Compensation Plan as part of his executive compensation package.

How do the new Restricted Stock Units for FIFTH THIRD BANCORP CFO vest?

The 20,133 Restricted Stock Units vest in three equal annual installments. Vesting begins on the first anniversary of the February 18, 2026 grant date, meaning one-third of the units become unrestricted each year over a three-year period.

What are the terms of the FIFTH THIRD BANCORP CFO performance share award?

The 9,755-share performance award was granted after performance criteria were satisfied and is subject to vesting on February 18, 2026. These shares are tied to prior performance goals and become fully owned once the vesting date is reached.

Why were FIFTH THIRD BANCORP shares disposed of in the Form 4 filing?

The filing shows 4,283 shares were withheld at $52.86 per share to cover tax obligations. This tax-withholding disposition occurred when performance shares vested, allowing required taxes to be satisfied using a portion of the vested shares.

How many FIFTH THIRD BANCORP shares does the CFO own after these transactions?

After the reported grants and tax-withholding disposition, Bryan D. Preston directly owned 101,291.3081 shares of Fifth Third Bancorp common stock. This total reflects his updated direct ownership position following all Form 4 transactions on February 18, 2026.

Did FIFTH THIRD BANCORP CFO Bryan D. Preston pay cash for the new stock awards?

No cash was paid for the awards. The Form 4 notes the shares were granted under the Fifth Third Bancorp Incentive Compensation Plan at $0.00 per share, indicating they are compensation-based equity grants rather than open-market purchases.