Fifth Third (FITB) EVP trades shares after SAR exercise

Rhea-AI Filing Summary

Fifth Third Bancorp executive Jude Schramm reported a net sale of 14,896 common shares of FITB. On February 23, he exercised 14,228 stock appreciation rights at $26.72 per share into the same number of common shares, then disposed of 10,332 shares at $50.71 to cover tax obligations.

He also completed several open-market sales of common stock on February 23–24 totaling 14,896 shares at prices around $50.55–$50.99. After these transactions, he directly owned 141,460 common shares of Fifth Third Bancorp.

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^*

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)
02/23/2026

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	02/23/2026		M		14,228	A	$26.72	166,688	D
Common Stock	02/23/2026		F		10,332	D	$50.71	156,356	D
Common Stock	02/23/2026		S		16	D	$50.99	156,340	D
Common Stock	02/23/2026		S		547	D	$50.98	155,793	D
Common Stock	02/23/2026		S		3,267	D	$50.97	152,526	D
Common Stock	02/23/2026		S		7,170	D	$50.96	145,356	D
Common Stock	02/24/2026		S		395	D	$50.55	144,961	D
Common Stock	02/24/2026		S		3,501	D	$50.5408	141,460	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
Stock Appreciation Rights	$26.72	02/23/2026		M			14,228	02/06/2019(1)	02/06/2029	Common Stock	14,228	(2)	0	D

Explanation of Responses:

1. Indicates grant date. Stock appreciation rights are exercisable in thirds beginning on the first anniversary of the grant date with one-third of the total grant vesting annually over a three-year period.

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

Remarks:

	/s/ Shaun Patsy, as Attorney-in-Fact for Jude Schramm	02/25/2026
	** 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.

FAQ

What insider transactions did FITB executive Jude Schramm report?

Jude Schramm reported exercising 14,228 stock appreciation rights into common stock, then selling 14,896 common shares in open-market trades. He also disposed of 10,332 shares to satisfy tax obligations, ending with direct ownership of 141,460 Fifth Third Bancorp common shares.

How many Fifth Third (FITB) shares did Jude Schramm sell?

Jude Schramm reported open-market sales totaling 14,896 Fifth Third Bancorp common shares. These trades occurred on February 23 and 24 at prices ranging from about $50.55 to $50.99 per share, according to the Form 4 insider filing data.

What stock appreciation rights activity did FITB disclose for Jude Schramm?

The filing shows Jude Schramm exercised 14,228 stock appreciation rights on February 23 at $26.72 per share, converting them into the same number of Fifth Third Bancorp common shares. These rights were granted under the company’s Incentive Compensation Plan with no consideration paid.

How many FITB shares does Jude Schramm own after these transactions?

After the reported transactions, Jude Schramm directly owns 141,460 Fifth Third Bancorp common shares. This figure reflects his stock appreciation right exercise, the related tax-withholding share disposition, and subsequent open-market sales reported in the Form 4 filing.

Were any FITB shares used to cover taxes for Jude Schramm?

Yes. The Form 4 indicates a tax-withholding disposition of 10,332 Fifth Third Bancorp common shares at $50.71 per share. This transaction used shares to pay the tax liability associated with exercising stock appreciation rights rather than an ordinary open-market sale.