Stock awards and tax withholding for Fifth Third Bancorp (FITB) EVP

Rhea-AI Filing Summary

Fifth Third Bancorp EVP Nancy C. Pinckney reported equity compensation awards and related tax withholding. She acquired 8,697 restricted stock units and 18,425 performance share-related common shares on a grant/award basis at no cash cost under the company’s incentive compensation plan.

The restricted stock units vest in three equal annual installments beginning on the first anniversary of the grant date, while the performance share award is subject to vesting on February 18, 2026. To cover taxes upon vesting of performance shares, 8,089 shares were withheld at a price of $52.86 per share. Following these transactions, she directly holds 98,294.709 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^*

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)
02/18/2026

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		8,697	A	$0(2)	87,958.709	D
Common Stock(3)	02/18/2026		A		18,425	A	$0(2)	106,383.709	D
Common Stock(4)	02/18/2026		F		8,089	D	$52.86	98,294.709	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. 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:

	/s/ Shaun Patsy as Attorney-in-Fact for Nancy C. Pinckney	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 did Fifth Third Bancorp EVP Nancy C. Pinckney report in this Form 4 for FITB?

Nancy C. Pinckney reported equity awards and related tax withholding. She received two grants of common stock tied to restricted stock units and performance shares, and had shares withheld to satisfy tax obligations when performance shares vested, all under Fifth Third Bancorp’s incentive compensation plan.

How many Fifth Third Bancorp shares were granted to Nancy C. Pinckney in this FITB filing?

Pinckney was granted 8,697 and 18,425 common shares. The 8,697 shares relate to restricted stock units vesting over three years, and the 18,425 shares stem from a performance share award that is subject to vesting on February 18, 2026, with no cash consideration paid.

What tax-related share withholding occurred for Nancy C. Pinckney’s Fifth Third Bancorp awards?

8,089 shares were withheld to cover taxes. These common shares were withheld upon the vesting of performance shares previously granted, at a price of $52.86 per share, reflecting payment of tax liability by delivering securities instead of cash under the incentive compensation plan.

What are the vesting terms of Nancy C. Pinckney’s new Fifth Third Bancorp awards?

The awards have distinct vesting schedules. Restricted stock units granted under the incentive plan vest in three equal annual installments beginning on the first anniversary of the grant date, while the performance share award is subject to vesting on February 18, 2026, after performance criteria were satisfied.

How many Fifth Third Bancorp shares does Nancy C. Pinckney own after these FITB transactions?

Pinckney directly owns 98,294.709 common shares after the transactions. This balance reflects the combined effect of two stock grants and the withholding of 8,089 shares for tax purposes, as disclosed in the Form 4 insider trading report for Fifth Third Bancorp.

Did Nancy C. Pinckney pay cash for the Fifth Third Bancorp shares granted in this Form 4?

No cash consideration was paid for the granted shares. The common stock reported was granted pursuant to the Fifth Third Bancorp Incentive Compensation Plan as equity awards, with a stated transaction price per share of $0.00 and a footnote confirming that no consideration was paid.