Fifth Third (FITB) EVP & CIO granted shares, stock withheld for taxes

Rhea-AI Filing Summary

FIFTH THIRD BANCORP executive Jude Schramm reported stock-based awards and related tax withholding. On February 18, he acquired 14,496 shares of common stock as a grant under the Fifth Third Bancorp Incentive Compensation Plan, subject to vesting in three equal annual installments beginning one year after the grant date.

He also acquired an additional 21,677 shares as a performance share award received upon satisfaction of performance criteria, subject to vesting on February 18, 2026, with no consideration paid for these awards. In a separate transaction the same day, 9,517 shares at $52.86 per share were withheld to cover taxes upon the vesting of performance shares, reducing his directly held common stock to 153,806 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

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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^*

Schramm Jude

(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 & CIO

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		14,496	A	$0(2)	141,646	D
Common Stock(3)	02/18/2026		A		21,677	A	$0(2)	163,323	D
Common Stock(4)	02/18/2026		F		9,517	D	$52.86	153,806	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 Jude Schramm	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 insider transactions did FITB executive Jude Schramm report on this Form 4?

Jude Schramm reported receiving two stock-based awards and a tax withholding transaction. He acquired 14,496 restricted stock units and 21,677 performance share-related shares, while 9,517 shares were withheld to satisfy tax obligations tied to vested performance shares.

How many Fifth Third Bancorp (FITB) shares did Jude Schramm acquire through awards?

He acquired 14,496 shares through a restricted stock unit grant and 21,677 shares via a performance share award. Both were granted under the Fifth Third Bancorp Incentive Compensation Plan, with no cash consideration paid and subject to stated vesting schedules.

What vesting terms apply to Jude Schramm’s new FITB restricted stock units?

The 14,496 restricted stock units vest in three equal annual installments, beginning on the first anniversary of the grant date. This schedule spreads the potential share delivery over three years, tying the award to continued service over that period.

What is the vesting schedule for Jude Schramm’s FITB performance share award?

The performance share award of 21,677 shares was received after meeting performance criteria and is subject to vesting on February 18, 2026. This links the final share delivery to both performance achievement and time-based vesting on that date.

Why were 9,517 Fifth Third Bancorp (FITB) shares disposed of in Jude Schramm’s filing?

The 9,517 shares were withheld to cover taxes upon the vesting of previously granted performance shares, at a price of $52.86 per share. This tax-withholding disposition is recorded as a Form 4 transaction code F and is not an open-market sale.

How many FITB shares does Jude Schramm hold directly after these transactions?

Following the reported grants and tax withholding, Jude Schramm directly holds 153,806 shares of Fifth Third Bancorp common stock. This figure reflects all three February 18 transactions combined as disclosed in the Form 4 data.