Director Derek Kerr boosts stake to 14,275 Fifth Third (FITB) shares via merger and RSU grant

Rhea-AI Filing Summary

Fifth Third Bancorp director Derek J. Kerr reported new share holdings following a merger-related exchange and an equity grant. On 02/02/2026, he acquired 13,577 shares of Fifth Third common stock at no cost, received in exchange for 7,275 shares of Comerica Incorporated under a merger agreement using a 1.8663 exchange ratio plus cash for fractions. He also received 612 restricted stock units under Fifth Third’s incentive compensation plan, granted with no consideration paid and scheduled to vest when his service on the Board of Directors ends. After these transactions, he directly owned 14,275 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^*

KERR DEREK J

(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)

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		13,577	A	(1)	13,663	D
Common Stock(2)	02/02/2026		A		612	A	$0(3)	14,275	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 7,275 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.

Remarks:

	Stephanie Meade, as Attorney-in-Fact for Derek J. Kerr	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 Derek J. Kerr report at Fifth Third Bancorp (FITB)?

Derek J. Kerr reported acquiring 13,577 shares of Fifth Third common stock and 612 restricted stock units. These positions arose from a merger-related share exchange and an incentive plan grant, increasing his directly owned Fifth Third stake to 14,275 common shares.

How did the Comerica merger affect Derek J. Kerr’s Fifth Third (FITB) shareholdings?

Kerr received 13,577 Fifth Third shares in exchange for 7,275 Comerica shares under a merger agreement. Each Comerica share converted into 1.8663 Fifth Third shares, with holders also receiving cash instead of any fractional Fifth Third share created in the exchange.

What are the terms of Derek J. Kerr’s restricted stock units at Fifth Third (FITB)?

Kerr received 612 restricted stock units under the Fifth Third Bancorp Incentive Compensation Plan. These units vest when his service on the Board of Directors ends, aligning the award’s value with his continued board service until that cessation date triggers vesting.

Did Derek J. Kerr pay cash for the Fifth Third (FITB) shares reported in this Form 4?

Kerr did not pay cash for the reported acquisitions. The 13,577 shares came from exchanging Comerica stock in the merger, and the 612 restricted stock units were granted under the incentive plan with no consideration paid by Kerr for the award.

How many Fifth Third (FITB) shares does Derek J. Kerr own after these transactions?

Following the reported transactions on 02/02/2026, Kerr directly owned 14,275 Fifth Third common shares. This total reflects both the 13,577 shares received through the Comerica merger exchange and the additional 612 restricted stock units granted under the company’s incentive compensation plan.

What exchange ratio was used to convert Comerica (CMA) shares into Fifth Third (FITB) shares for Derek J. Kerr?

Each Comerica common share converted into 1.8663 Fifth Third common shares under the merger terms. Holders, including Kerr, also received cash instead of any fractional Fifth Third share that might otherwise have resulted from applying this share exchange ratio.