Tax withholding trims Fifth Third Bancorp (FITB) EVP share stake

Rhea-AI Filing Summary

Fifth Third Bancorp executive Nancy C. Pinckney reported tax-withholding dispositions of common stock tied to vesting restricted stock units. On February 14, she surrendered 937 shares at $52.86 per share and a further 877 shares at the same price to satisfy tax obligations.

Footnotes explain these shares were withheld for taxes upon vesting of restricted stock units granted in 2023 and 2014, and that her holdings also reflect additional units from dividend reinvestments. After these transactions, she directly owned 79,261.709 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

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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)
02/14/2026

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	02/14/2026		F(1)		937	D	$52.86	80,138.709(2)	D
Common Stock	02/14/2026		F(3)		877	D	$52.86	79,261.709(2)	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 14, 2023.

2. Includes additional restricted stock units acquired pursuant to dividend reinvestments since the date of the reporting person's last ownership report.

3. Shares withheld for taxes upon the vesting of restricted stock units granted to the reporting person on February 14, 2014.

Remarks:

	/s/ Shaun Patsy as Attorney-in-Fact for Nancy C. Pinckney	02/18/2026
	** 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 transaction did Fifth Third Bancorp (FITB) report for Nancy C. Pinckney?

Fifth Third Bancorp reported that EVP Nancy C. Pinckney had shares withheld to cover taxes on vesting stock awards. Two transactions on February 14 involved 937 and 877 common shares, both treated as tax-withholding dispositions rather than open-market sales.

Were Nancy C. Pinckney’s FITB Form 4 transactions open-market sales?

No, the Form 4 shows tax-withholding dispositions, not open-market sales. Shares were withheld by the company to satisfy tax liabilities when restricted stock units granted in 2014 and 2023 vested, according to the filing’s explanatory footnotes.

How many Fifth Third Bancorp shares were involved in Nancy Pinckney’s tax-withholding events?

The Form 4 lists two tax-withholding transactions involving 937 and 877 common shares at a price of $52.86 per share. These shares were used to pay taxes due on the vesting of prior restricted stock unit grants.

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

After the reported tax-withholding dispositions, Nancy C. Pinckney directly owned 79,261.709 shares of Fifth Third Bancorp common stock. That total includes restricted stock units accumulated through prior grants and dividend reinvestments disclosed in the filing’s footnotes.

What do the dividend reinvestment footnotes mean in the FITB Form 4 filing?

One footnote states that additional restricted stock units were acquired through dividend reinvestments since Nancy C. Pinckney’s last ownership report. This means cash dividends on prior awards were automatically reinvested into more units rather than being paid out in cash.