Tax withholding trims Fifth Third Bancorp (FITB) EVP Pinckney’s stake

Rhea-AI Filing Summary

Fifth Third Bancorp EVP Nancy C. Pinckney reported a tax-related share disposition. On the vesting of previously granted restricted stock units, 1,212 shares of common stock were withheld at $52.90 per share to cover tax liabilities. After this withholding, she directly holds 97,082.709 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^*

Pinckney Nancy C.

(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)		1,212	D	$52.9	97,082.709	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 Nancy C. Pinckney	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) report for Nancy C. Pinckney?

Fifth Third Bancorp EVP Nancy C. Pinckney reported a tax-withholding disposition of 1,212 common shares. The shares were withheld upon vesting of restricted stock units granted on February 19, 2025, rather than sold in an open-market transaction.

How many Fifth Third Bancorp (FITB) shares were disposed of in the latest Form 4?

The Form 4 shows 1,212 common shares were disposed of through tax withholding. These shares were retained by the company to satisfy tax obligations tied to restricted stock units vesting, not through a typical market sale.

At what price were Nancy C. Pinckney’s withheld Fifth Third Bancorp (FITB) shares valued?

The 1,212 withheld shares were valued at $52.90 per share. This per-share value is used to calculate the tax-withholding amount when restricted stock units vest and shares are retained to cover associated tax liabilities.

How many Fifth Third Bancorp (FITB) shares does Nancy C. Pinckney own after the tax withholding?

After the tax-related withholding of 1,212 shares, Nancy C. Pinckney directly holds 97,082.709 Fifth Third Bancorp common shares. This post-transaction balance reflects her updated direct ownership following the restricted stock unit vesting event.

Was the recent Fifth Third Bancorp (FITB) insider transaction an open-market sale?

No, the transaction was not an open-market sale. The 1,212 shares were withheld by the company to pay taxes upon vesting of restricted stock units granted on February 19, 2025, a common equity compensation mechanism.