Tax-related share withholding by Fifth Third (FITB) EVP & CIO Schramm

Rhea-AI Filing Summary

FIFTH THIRD BANCORP EVP & CIO Jude Schramm reported a tax-related share disposition tied to equity compensation. On February 19, 2026, 1,346 shares of common stock were withheld at $52.90 per share to cover taxes upon the vesting of restricted stock units granted on February 19, 2025. After this withholding, Schramm directly owned 152,460 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

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^*

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)
02/19/2026

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)		1,346	D	$52.9	152,460	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

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 Jude Schramm	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 Fifth Third Bancorp (FITB) report for Jude Schramm?

Fifth Third Bancorp reported that EVP & CIO Jude Schramm had 1,346 common shares withheld to cover taxes. The withholding occurred on February 19, 2026 in connection with vesting restricted stock units granted on February 19, 2025.

Was the FITB insider transaction by Jude Schramm an open-market sale?

No, the transaction was a tax-withholding disposition, not an open-market sale. Shares were withheld upon the vesting of restricted stock units granted to Jude Schramm rather than sold at his discretion in the open market.

How many Fifth Third (FITB) shares were withheld for taxes from Jude Schramm?

A total of 1,346 Fifth Third Bancorp common shares were withheld to satisfy tax obligations. The withholding related to the vesting of restricted stock units previously granted to EVP & CIO Jude Schramm on February 19, 2025.

What price per share was used in Jude Schramm’s FITB tax-withholding transaction?

The tax-withholding disposition used a price of $52.90 per share for Fifth Third Bancorp common stock. This price applied to the 1,346 shares withheld when restricted stock units vested for EVP & CIO Jude Schramm.

How many Fifth Third (FITB) shares does Jude Schramm own after this Form 4 transaction?

After the tax-withholding transaction, Jude Schramm directly owned 152,460 shares of Fifth Third Bancorp common stock. This figure reflects his holdings following the 1,346 shares withheld to cover taxes on vested restricted stock units.

What triggered the share withholding reported in the FITB Form 4 for Jude Schramm?

The withholding was triggered by the vesting of restricted stock units granted on February 19, 2025. When these units vested, 1,346 Fifth Third Bancorp shares were withheld to satisfy Jude Schramm’s associated tax liability.