Fifth Third Bancorp (FITB) EVP withholds shares to pay taxes

Rhea-AI Filing Summary

Fifth Third Bancorp executive Robert P. Shaffer, EVP and Chief Risk Officer, reported two tax-related share dispositions of common stock. On February 14, 2026, a total of 1,151 shares and 1,948 shares were withheld at $52.86 per share to cover taxes upon the vesting of restricted stock units granted on February 14, 2023 and February 14, 2024. These are coded as tax-withholding dispositions rather than open-market sales, and Shaffer continued to hold about 196,227 shares of common stock directly afterward.

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^*

Shaffer Robert P

(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 and Chief Risk Officer

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)		1,151	D	$52.86	198,175	D
Common Stock	02/14/2026		F(2)		1,948	D	$52.86	196,227	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. Shares withheld for taxes upon the vesting of restricted stock units granted to the reporting person on February 14, 2024.

Remarks:

	/s/ Shaun Patsy, as Attorney-in-Fact for Robert P. Shaffer	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).
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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 FITB executive Robert P. Shaffer report?

Robert P. Shaffer reported tax-related dispositions of Fifth Third Bancorp common stock. On February 14, 2026, shares were withheld to satisfy tax obligations arising from vesting restricted stock units, rather than sold in the open market, under Form 4 reporting requirements.

How many Fifth Third (FITB) shares were withheld for Shaffers taxes?

A total of 1,151 shares and 1,948 shares of Fifth Third Bancorp common stock were withheld. Both tax-withholding dispositions occurred on February 14, 2026 at a price of $52.86 per share, tied to vesting restricted stock units granted in 2023 and 2024.

What does transaction code F mean in the FITB Form 4 filing?

Transaction code F in the Fifth Third Bancorp Form 4 indicates shares were used to pay an exercise price or tax liability. Here, it reflects shares withheld to cover taxes due on vesting restricted stock units, not discretionary open-market buying or selling activity.

Did Fifth Third executive Shaffer sell FITB shares on the open market?

No, the filing shows tax-withholding dispositions rather than open-market sales. Shares were automatically withheld at $52.86 per share to satisfy tax obligations triggered when restricted stock units granted in 2023 and 2024 vested on February 14, 2026.

How many Fifth Third (FITB) shares does Shaffer hold after these transactions?

After the reported tax-withholding dispositions, Robert P. Shaffer directly held 196,227 shares of Fifth Third Bancorp common stock. This figure reflects his remaining direct ownership following the automatic share withholding to cover taxes on vested restricted stock units.

What awards caused the FITB share withholding for Robert P. Shaffer?

The share withholding arose from the vesting of restricted stock units granted to Robert P. Shaffer on February 14, 2023 and February 14, 2024. When these awards vested on February 14, 2026, shares were withheld to cover related tax liabilities.