Fifth Third Bancorp (FITB) director granted 2,838 restricted stock units as board pay

Rhea-AI Filing Summary

KERR DEREK J reported acquisition or exercise transactions in this Form 4 filing.

Fifth Third Bancorp director Derek J. Kerr received an equity award of 2,838 common-stock-based restricted stock units as board compensation. The award was granted under the Fifth Third Bancorp Incentive Compensation Plan with no cash consideration paid by Kerr.

The restricted stock units vest when Kerr’s service on the company’s Board of Directors ends, aligning his compensation with long-term board tenure. Following this grant, he directly holds 17,113 shares or share-equivalent units of Fifth Third Bancorp common stock reported in this filing.

Insights

Equity compensation analyst

Routine director RSU grant, not an open‑market share purchase.

Derek J. Kerr, a director of Fifth Third Bancorp, received 2,838 restricted stock units as a grant under the company’s Incentive Compensation Plan. Footnotes clarify this is compensation, with no consideration paid, rather than a market transaction.

The units vest when his board service ends, encouraging longer service and aligning incentives with shareholders over time. After the award, Kerr’s reported direct holdings total 17,113 common-share equivalents, a modest position that reflects standard board-level equity compensation rather than a directional trading signal.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider KERR DEREK J

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,838	$0.00	--

Holdings After Transaction: Common Stock — 17,113 shares (Direct, null)

Footnotes (1)

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

Key Figures

RSU grant size: 2,838 units Grant price: $0.00 per unit Holdings after grant: 17,113 shares +2 more

5 metrics

RSU grant size 2,838 units Restricted stock units tied to common stock granted on April 21, 2026

Grant price $0.00 per unit No consideration paid for RSU award

Holdings after grant 17,113 shares Total direct common-share equivalents after transaction

Transaction code A Grant, award, or other acquisition of non-derivative security

Transaction direction acquire Equity compensation award, not an open-market trade

Key Terms

Restricted stock units, Fifth Third Bancorp Incentive Compensation Plan, Grant, award, or other acquisition

3 terms

Restricted stock units financial

"Restricted stock units granted pursuant to Fifth Third Bancorp Incentive Compensation Plan"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Fifth Third Bancorp Incentive Compensation Plan financial

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

Grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

Form 4 Insider Transactions: What Each Field Means →

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 OHIO 45236

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/21/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	04/21/2026		A		2,838(1)	A	$0(2)	17,113	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 upon cessation of the reporting person's service on the Board of Directors of the Issuer.

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

Remarks:

	Stephanie Meade, as Attorney-in-Fact for Derek J. Kerr	04/23/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Derek J. Kerr report in his Form 4 for Fifth Third Bancorp (FITB)?

Derek J. Kerr reported receiving 2,838 restricted stock units tied to Fifth Third Bancorp common stock. The units were granted as board compensation under the company’s Incentive Compensation Plan, with no cash paid by Kerr for the award.

Is Derek J. Kerr’s Form 4 transaction in FITB stock a market purchase or sale?

The Form 4 shows an equity grant, not a market trade. Kerr received 2,838 restricted stock units as a compensation award under Fifth Third Bancorp’s Incentive Compensation Plan, with a reported price per unit of $0.00 and no consideration paid.

When do Derek J. Kerr’s new Fifth Third Bancorp restricted stock units vest?

The restricted stock units vest when Derek J. Kerr’s service on Fifth Third Bancorp’s Board of Directors ends. This vesting condition, disclosed in the footnotes, ties the award’s realization to the duration of his board service rather than to a fixed calendar schedule.

How many Fifth Third Bancorp shares does Derek J. Kerr hold after this Form 4 transaction?

After the reported grant, Derek J. Kerr’s direct holdings total 17,113 common-share equivalents. This figure includes the impact of the new 2,838 restricted stock units awarded, as reflected in the Form 4’s post-transaction ownership field for non-derivative securities.

What plan governed Derek J. Kerr’s equity award in Fifth Third Bancorp (FITB)?

The equity award was granted under the Fifth Third Bancorp Incentive Compensation Plan. Form 4 footnotes specify that the 2,838 restricted stock units and related terms, including no consideration paid and vesting tied to board service cessation, arise from this compensation plan.