Fifth Third (FITB) risk chief reports 2,693-share tax withholding

Rhea-AI Filing Summary

FIFTH THIRD BANCORP executive reports tax-related share disposition

EVP and Chief Risk Officer Robert P. Shaffer reported a Form 4 transaction involving 2,693 shares of Fifth Third Bancorp common stock on February 19, 2026. The shares were withheld at a price of $52.90 per share to cover taxes upon the vesting of previously granted restricted stock units, and his directly held stake after this event was 226,238 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^*

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)
02/19/2026

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	02/19/2026		F(1)		2,693	D	$52.9	226,238	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. Shares withheld for taxes upon the vesting of restricted stock units granted to the reporting person on February 19, 2025.

Remarks:

	/s/ Shaun Patsy, as Attorney-in-Fact for Robert P. Shaffer	02/23/2026
	** 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.

FAQ

What insider transaction did FITB executive Robert P. Shaffer report?

Robert P. Shaffer reported a tax-withholding disposition of 2,693 shares of Fifth Third Bancorp common stock. The shares were withheld to satisfy tax obligations when his restricted stock units vested on February 19, 2026, rather than being an open-market sale.

Was the FITB Form 4 transaction a market sale of shares?

No, the Form 4 for Fifth Third Bancorp shows a tax-withholding disposition, not an open-market sale. Shares were withheld by the company to cover taxes due upon vesting of restricted stock units previously granted to executive Robert P. Shaffer.

How many FITB shares were withheld for taxes in this Form 4?

A total of 2,693 Fifth Third Bancorp common shares were withheld for taxes. This occurred in connection with the vesting of restricted stock units, and the withholding satisfied tax obligations instead of the executive selling shares in the open market.

What price per share was used for the FITB tax-withholding disposition?

The tax-withholding disposition used a reference price of $52.90 per share for Fifth Third Bancorp stock. This price determined the value of the 2,693 withheld shares that covered the executive’s tax liability from the vesting restricted stock units.

What is Robert P. Shaffer’s FITB share ownership after this Form 4?

After the tax-withholding disposition, Robert P. Shaffer directly owned 226,238 shares of Fifth Third Bancorp common stock. This figure reflects his remaining stake following the withholding of 2,693 shares to satisfy tax obligations tied to vesting restricted stock units.