Fifth Third (FITB) EVP has 621 shares withheld to cover taxes

Rhea-AI Filing Summary

FIFTH THIRD BANCORP EVP Kala Gibson reported a disposal of 621 shares of common stock at $52.90 per share. The shares were withheld by the company to cover taxes due upon the vesting of restricted stock units granted on February 19, 2025, leaving him with 61,679 directly held 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^*

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)
02/19/2026

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	02/19/2026		F(1)		621	D	$52.9	61,679	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 19, 2025.

Remarks:

	/s/ Shaun Patsy as Attorney-in-Fact for Kala J. Gibson	02/23/2026
	** 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).
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FAQ

What insider transaction did FIFTH THIRD BANCORP (FITB) EVP Kala Gibson report?

Kala Gibson reported a tax-withholding disposition of 621 shares of Fifth Third Bancorp common stock. The shares were withheld by the company to satisfy tax obligations tied to vesting restricted stock units granted in February 2025.

Was the FITB insider Form 4 transaction an open-market sale?

No, the Form 4 for Fifth Third Bancorp (FITB) shows a tax-withholding disposition, not an open-market sale. Shares were withheld upon restricted stock unit vesting to cover the executive’s tax liability.

At what price were the FIFTH THIRD BANCORP (FITB) shares withheld for taxes?

The Form 4 lists 621 FITB shares withheld for taxes at $52.90 per share. This value reflects the price used to calculate the tax-withholding amount on the vested restricted stock units.

How many FIFTH THIRD BANCORP (FITB) shares does Kala Gibson hold after this Form 4 transaction?

After the tax-withholding disposition, Kala Gibson directly holds 61,679 FITB common shares. This figure reflects his direct ownership following the shares withheld to cover taxes on vested restricted stock units.

What triggered the tax-withholding share disposition for FIFTH THIRD BANCORP (FITB)?

The disposition was triggered by the vesting of restricted stock units granted to Kala Gibson on February 19, 2025. To satisfy related tax obligations, 621 Fifth Third Bancorp shares were withheld instead of being sold on the open market.