Fifth Third Bancorp (FITB) EVP Sefzik gets merger shares and 19,249 RSUs

Rhea-AI Filing Summary

Fifth Third Bancorp executive Peter L. Sefzik reported new share ownership following a merger and equity grant. On February 2, 2026, he received 190,133 shares of Fifth Third common stock in exchange for 101,877 Comerica Incorporated shares under the merger terms, using a 1.8663 exchange ratio plus cash for any fractional shares.

On the same date, he was granted 19,249 restricted stock units under the Fifth Third Bancorp Incentive Compensation Plan, which are scheduled to vest on February 2, 2029 and required no cash consideration. After these transactions, Sefzik directly owned 209,382 Fifth Third common 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

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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^*

Sefzik Peter L

(Last) (First) (Middle)

38 FOUNTAIN SQUARE PLAZA

(Street)

CINCINNATI OH 45236

(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)
02/02/2026

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	02/02/2026		A		190,133	A	(1)	190,133	D
Common Stock(2)	02/02/2026		A		19,249	A	$0(3)	209,382	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. Received in exchange for 101,877 shares of Comerica Incorporated ("CMA") in connection with the merger of CMA and a wholly owned subsidiary of CMA with and into a wholly owned subsidiary of Fifth Third Bancorp ("FITB"). Pursuant to the merger agreement by and among FITB, CMA and the other parties thereto, holders of CMA common stock had the right to receive, for each share of CMA common stock held immediately prior to the effective time of the merger, 1.8663 shares of common stock of FITB and cash in lieu of any fractional shares, at such price in accordance with the terms of the merger agreement.

2. Restricted stock units granted pursuant to Fifth Third Bancorp Incentive Compensation Plan subject to vesting on February 2, 2029.

3. Granted pursuant to Fifth Third Bancorp Incentive Compensation Plan. No consideration paid.

Remarks:

	Stephanie Meade, as Attorney-in-Fact for Peter L. Sefzik	02/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Fifth Third Bancorp (FITB) report for EVP Peter L. Sefzik?

Peter L. Sefzik reported receiving Fifth Third shares and restricted stock units. He obtained 190,133 common shares via a Comerica merger exchange and 19,249 restricted stock units under the company’s incentive plan, bringing his direct holdings to 209,382 shares.

How did Peter L. Sefzik receive 190,133 Fifth Third (FITB) shares?

He received 190,133 shares through a stock-for-stock merger exchange. Each of his 101,877 Comerica shares was exchanged for 1.8663 Fifth Third common shares, with cash paid only in lieu of fractional shares, according to the merger agreement.

What equity award did Fifth Third Bancorp (FITB) grant to EVP Peter L. Sefzik?

He was granted 19,249 restricted stock units. The award was made under the Fifth Third Bancorp Incentive Compensation Plan, represents units tied to common stock, and is subject to vesting on February 2, 2029, with no consideration paid by Sefzik.

What is Peter L. Sefzik’s total Fifth Third (FITB) share ownership after these transactions?

After the reported transactions, Sefzik directly owned 209,382 common shares. This figure reflects the 190,133 merger-related shares and the 19,249 restricted stock units granted on February 2, 2026, all reported as directly held.

What were the terms of the Comerica–Fifth Third (FITB) share exchange for shareholders?

Each Comerica share was exchanged for 1.8663 Fifth Third shares. Holders of Comerica common stock received 1.8663 Fifth Third common shares per Comerica share at the merger’s effective time, plus cash in lieu of any fractional Fifth Third shares.

Did Peter L. Sefzik pay cash for the Fifth Third (FITB) shares and units he received?

No cash consideration was paid for these awards. The 190,133 shares were received through the stock-for-stock merger exchange, and the 19,249 restricted stock units were granted under the incentive plan with no consideration paid by Sefzik.