Fifth Third Bancorp (FITB) EVP reports equity awards and tax withholding

Rhea-AI Filing Summary

Fifth Third Bancorp EVP Melissa S. Stevens reported equity compensation activity involving company common stock. She acquired 6,765 shares through a restricted stock unit grant and 15,174 shares from a performance share award, both granted under the Fifth Third Bancorp Incentive Compensation Plan with no cash consideration paid.

The restricted stock units vest in three equal annual installments beginning on the first anniversary of the grant date, while the performance share award vested upon satisfaction of performance criteria on February 18, 2026. In a separate transaction, 6,662 shares were withheld at $52.86 per share to cover taxes due upon vesting of performance 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
02/18/2026

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		6,765	A	$0(2)	69,859	D
Common Stock(3)	02/18/2026		A		15,174	A	$0(2)	85,033	D
Common Stock(4)	02/18/2026		F		6,662	D	$52.86	78,371	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 Melissa S. Stevens	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).
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 insider activity did Fifth Third Bancorp (FITB) report for Melissa S. Stevens?

Fifth Third Bancorp reported that EVP Melissa S. Stevens received equity awards and related tax withholding transactions. She acquired restricted stock units and performance shares under the company’s incentive plan, and shares were withheld to satisfy tax obligations when performance shares vested.

How many Fifth Third Bancorp (FITB) shares did Melissa S. Stevens acquire in the latest Form 4?

Melissa S. Stevens acquired 6,765 shares through a restricted stock unit grant and 15,174 shares via a performance share award. Both awards were granted under Fifth Third Bancorp’s Incentive Compensation Plan and involved no cash consideration paid by the executive.

What are the vesting terms of Melissa S. Stevens’ new FITB restricted stock units?

The restricted stock units granted to Melissa S. Stevens vest in three equal annual installments. Vesting begins on the first anniversary of the grant date, aligning her equity compensation with a multi-year schedule under Fifth Third Bancorp’s Incentive Compensation Plan.

Why were some Fifth Third Bancorp (FITB) shares disposed of in Melissa S. Stevens’ Form 4?

The reported disposition reflects 6,662 shares withheld at $52.86 per share to cover taxes upon vesting of performance shares. This is a tax-withholding disposition, not an open-market sale, and is common when equity awards convert into common stock.

What is the nature of the performance share award reported for Melissa S. Stevens at Fifth Third Bancorp (FITB)?

Melissa S. Stevens received a performance share award after satisfying specified performance criteria, resulting in 15,174 shares. The award is subject to vesting on February 18, 2026, under the terms of Fifth Third Bancorp’s Incentive Compensation Plan.