Director Van de Ven adds Fifth Third (FITB) shares via merger and equity awards

Rhea-AI Filing Summary

Fifth Third Bancorp director Michael G. Van de Ven reported new share holdings following a merger-related exchange and equity awards. On 02/02/2026, he acquired 38,029 shares of Fifth Third common stock in exchange for Comerica Incorporated shares under the companies' merger agreement.

He also received 612 restricted stock units under the Fifth Third Bancorp Incentive Compensation Plan, granted with no cash consideration and subject to vesting when his service on the Board ends. In addition, 9,331 Fifth Third shares are held indirectly through the Van de Ven 2008 Family Trust.

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^*

Van de Ven Michael G

(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
	Officer (give title below)		Other (specify below)

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		38,029	A	(1)	38,029	D
Common Stock(2)	02/02/2026		A		612	A	$0(3)	38,641	D
Common Stock	02/02/2026		A		9,331	A	(4)	9,331	I	by Van de Ven 2008 Family Trust

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 20,377 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 upon cessation of the reporting person's service on the Board of Directors of the Issuer.

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

4. Received in exchange for 5,000 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.

Remarks:

	Stephanie Meade, as Attorney-in-Fact for Michael G. Van de Ven	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 Michael G. Van de Ven report at Fifth Third (FITB)?

Michael G. Van de Ven reported acquiring Fifth Third common stock on 02/02/2026. The Form 4 shows shares received via a merger-related exchange of Comerica stock and additional equity awards granted under the Fifth Third Bancorp Incentive Compensation Plan.

How many Fifth Third (FITB) shares did Van de Ven receive from the Comerica merger?

Van de Ven received 38,029 Fifth Third common shares in exchange for 20,377 Comerica shares. The merger consideration provided 1.8663 Fifth Third shares for each Comerica share, plus cash in lieu of fractional shares, as described in the merger agreement.

What equity awards did Michael G. Van de Ven receive from Fifth Third (FITB)?

He received 612 restricted stock units and an additional grant reported at a price of $0. These awards were granted under the Fifth Third Bancorp Incentive Compensation Plan, with the restricted stock units vesting when his service on the Board of Directors ends.

How are Michael G. Van de Ven’s Fifth Third (FITB) shares held after the reported transactions?

After the transactions, Fifth Third shares are held both directly and indirectly. Some common shares are owned directly in his name, while 9,331 shares are held indirectly through the Van de Ven 2008 Family Trust, as disclosed in the Form 4.

What is the Comerica to Fifth Third (FITB) share exchange ratio mentioned in the filing?

The merger agreement states that each Comerica common share held immediately before the effective time converted into 1.8663 Fifth Third common shares. Holders also received cash instead of fractional Fifth Third shares, according to the terms of the merger agreement.

Did Michael G. Van de Ven pay cash for the new Fifth Third (FITB) equity awards?

No cash payment was required for the new equity awards. The filing states that the grant reported at a price of $0 was made under the Fifth Third Bancorp Incentive Compensation Plan, with no consideration paid by Van de Ven for that award.