Fifth Third (FITB) risk chief granted shares, stock withheld for taxes

Rhea-AI Filing Summary

Fifth Third Bancorp executive reports stock awards and tax withholding. EVP and Chief Risk Officer Robert P. Shaffer received two grants of common stock on February 18, 2026, totaling 19,328 and 23,844 shares, as awards under the Fifth Third Bancorp Incentive Compensation Plan with no cash paid. Some of these awards are restricted stock units that vest in three equal annual installments beginning one year after grant, and a performance share award that vests on February 18, 2026. On the same date, 10,468 shares were withheld at $52.86 per share to cover taxes upon the vesting of performance shares. After these transactions, Shaffer directly holds 228,931 shares of Fifth Third common stock.

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^*

Shaffer Robert P

(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 and Chief Risk Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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(1)	02/18/2026		A		19,328	A	$0(2)	215,555	D
Common Stock(3)	02/18/2026		A		23,844	A	$0(2)	239,399	D
Common Stock(4)	02/18/2026		F		10,468	D	$52.86	228,931	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 in three equal annual installments beginning on the first anniversary of the grant date.

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

3. Performance Share award received upon satisfaction of criteria subject to vesting on February 18, 2026.

4. Shares withheld for taxes upon the vesting of performance shares granted to the reporting person.

Remarks:

	/s/ Shaun Patsy, as Attorney-in-Fact for Robert P. Shaffer	02/19/2026
	** 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 transactions did Fifth Third Bancorp (FITB) report for Robert P. Shaffer?

Robert P. Shaffer reported receiving two stock awards and a tax-withholding share disposition. He was granted 19,328 and 23,844 common shares as equity awards, and 10,468 shares were withheld to satisfy taxes related to vesting performance shares.

Were Robert P. Shaffer’s new Fifth Third (FITB) shares purchases on the open market?

No, the new shares were not open-market purchases. They were equity awards granted under the Fifth Third Bancorp Incentive Compensation Plan, with no consideration paid, consisting of restricted stock units and performance share awards subject to vesting conditions.

Why were 10,468 Fifth Third Bancorp (FITB) shares disposed of in this Form 4?

The 10,468 shares were withheld to cover taxes when performance shares vested. This disposition is reported with transaction code F, meaning payment of tax liability by delivering securities rather than a discretionary open-market sale by the executive.

What vesting schedule applies to Robert P. Shaffer’s new FITB restricted stock units?

The restricted stock units vest in three equal annual installments. Vesting begins on the first anniversary of the grant date, aligning delivery of shares over three years as long as the award conditions, including continued service, are satisfied according to the plan.

When do Robert P. Shaffer’s Fifth Third (FITB) performance shares vest?

The performance share award referenced in the filing vests on February 18, 2026. The award was received upon satisfaction of performance criteria, and vesting on that date triggered the related tax-withholding share disposition reported in the same Form 4.

How many Fifth Third Bancorp (FITB) shares does Robert P. Shaffer own after these transactions?

After the reported grants and tax-withholding transaction, Robert P. Shaffer directly owns 228,931 shares of Fifth Third Bancorp common stock. This total reflects all Form 4 transactions reported for February 18, 2026, in the non-derivative holdings section.