Fifth Third CEO receives stock awards, tax withholding

FIFTH THIRD BANCORP Chair, CEO & President Timothy Spence reported equity compensation awards in the form of common stock.

Rhea-AI Filing Summary

FIFTH THIRD BANCORP Chair, CEO & President Timothy Spence reported equity compensation awards in the form of common stock. He acquired 101,671 shares and 130,058 shares at no cost as grants under the Fifth Third Bancorp Incentive Compensation Plan, including restricted stock units and performance shares subject to vesting conditions.

The filing also shows a disposition of 57,746 shares at $52.86 per share, with the shares withheld to cover taxes upon the vesting of performance shares previously granted. After these transactions, his directly held common stock balances increased as reflected in the reported post-transaction share totals.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Spence Timothy

Role Chair, CEO & President

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	101,671	$0.00	$0.00
Grant/Award	Common Stock	130,058	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	57,746	$52.86	$3.05M

Holdings After Transaction: Common Stock — 609,325 shares (Direct)

Footnotes (4)

1. F1. 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. F2. Granted pursuant to Fifth Third Bancorp Incentive Compensation Plan. No consideration paid.
3. F3. Performance Share award received upon satisfaction of performance criteria subject to vesting on February 18, 2026.
4. F4. Shares withheld for taxes upon the vesting of performance shares granted to the reporting person.

FAQ

What insider transactions did FITB CEO Timothy Spence report?

Timothy Spence reported equity awards and related tax withholding. He acquired 101,671 and 130,058 common shares at no cost as incentive plan grants, and 57,746 shares were withheld at $52.86 each to satisfy tax obligations on vested performance shares.

Were Timothy Spence’s FITB share acquisitions open-market purchases?

No, the acquisitions were compensation-related awards, not open-market purchases. The shares were granted at $0.00 per share under the Fifth Third Bancorp Incentive Compensation Plan, including restricted stock units and performance shares subject to multi-year vesting requirements.

Why were some FITB shares disposed of in Timothy Spence’s Form 4?

The reported disposition reflects tax withholding, not a market sale. 57,746 common shares were withheld at $52.86 each to cover taxes triggered by the vesting of previously granted performance shares, as disclosed in the accompanying footnote.

What vesting terms apply to Timothy Spence’s new FITB equity awards?

The restricted stock units vest in three equal annual installments starting on the first anniversary of the grant date. Performance share awards were received after performance criteria were met and are subject to vesting on February 18, 2026, according to the disclosure footnotes.

How did these transactions affect Timothy Spence’s FITB share ownership?

The awards increased his directly held common stock balances, while tax withholding reduced them partially. The Form 4 reports updated post-transaction holdings for each line item, reflecting the net outcome of grants and shares withheld for tax obligations.

What compensation plan governed Timothy Spence’s FITB stock awards?

All reported equity awards were granted under the Fifth Third Bancorp Incentive Compensation Plan. The filing notes no consideration was paid for the grants, and it details vesting schedules for restricted stock units and performance share awards received under this plan.

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Accepted by SEC EDGAR 02/19/2026 - 04:47 PM Learn about SEC filing dates

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^*

Spence Timothy

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chair, CEO & President

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		101,671	A	$0(2)	537,013	D
Common Stock(3)	02/18/2026		A		130,058	A	$0(2)	667,071	D
Common Stock(4)	02/18/2026		F		57,746	D	$52.86	609,325	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 Timothy N. Spence	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.
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