Fifth Third Bancorp (FITB) director awarded 2,838 restricted stock units as equity pay

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Fifth Third Bancorp director Linda W. Clement-Holmes received an equity award of 2,838 shares of Common Stock on April 21, 2026. The award was made at a price of $0.00 per share as a grant under the Fifth Third Bancorp Incentive Compensation Plan, with no cash consideration paid.

The filing describes these as restricted stock units that are subject to vesting when her service on the Board of Directors ends. After this grant and additional restricted stock units acquired through dividend reinvestments since her last report, she now directly holds a total of 30,167.297 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Clement-Holmes Linda W

Role null

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

Holdings After Transaction: Common Stock — 30,167.297 shares (Direct, null)

Footnotes (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. Includes additional restricted stock units acquired pursuant to dividend reinvestments since the date of the reporting person's last ownership report.

Key Figures

RSU grant size: 2,838 shares Grant price: $0.00 per share Post-transaction holdings: 30,167.297 shares

3 metrics

RSU grant size 2,838 shares Restricted stock units granted on April 21, 2026

Grant price $0.00 per share Equity award under Incentive Compensation Plan

Post-transaction holdings 30,167.297 shares Total Common Stock held directly after grant

Key Terms

Restricted stock units, Incentive Compensation Plan, dividend reinvestments, Form 4

4 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.

Incentive Compensation Plan financial

"Granted pursuant to Fifth Third Bancorp Incentive Compensation Plan"

An incentive compensation plan is a formal program that rewards employees and executives with bonuses, stock, or other payments tied to specific performance goals—such as revenue, profit, productivity, or long‑term share price. Investors watch these plans because they shape how leaders make decisions and take risks; like paying a coach by wins rather than effort, well‑designed plans can drive sustainable growth while poor designs can encourage short‑term behaviors that harm shareholder value.

dividend reinvestments financial

"Includes additional restricted stock units acquired pursuant to dividend reinvestments"

Form 4 regulatory

"INSIDER FILING DATA (Form 4)"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Form 4 Insider Transactions: What Each Field Means →

04/23/2026 - 04:20 PM

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^*

Clement-Holmes Linda W

(Last)

(First)

(Middle)

38 FOUNTAIN SQUARE PLAZA

(Street)

CINCINNATI

OHIO

45263

(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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/21/2026		A		2,838⁽¹⁾	A	$0⁽²⁾	30,167.297⁽³⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

3. Includes additional restricted stock units acquired pursuant to dividend reinvestments since the date of the reporting person's last ownership report.

Remarks:

	/s/ Shaun Patsy as Attorney-in-Fact for Linda W. Clement-Holmes	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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Fifth Third Bancorp (FITB) report for Linda W. Clement-Holmes?

Fifth Third Bancorp reported that director Linda W. Clement-Holmes received a grant of 2,838 restricted stock units of Common Stock. The award was made at $0.00 per share as equity compensation, increasing her direct holdings to 30,167.297 shares after including dividend reinvestment units.

Was cash paid for Linda W. Clement-Holmes’s new Fifth Third Bancorp (FITB) shares?

No cash was paid for these shares. The 2,838 restricted stock units were granted pursuant to the Fifth Third Bancorp Incentive Compensation Plan at a stated price of $0.00 per share, reflecting an equity compensation award rather than an open-market purchase.

How many Fifth Third Bancorp (FITB) shares does Linda W. Clement-Holmes now hold after this Form 4?

After this reported transaction, Linda W. Clement-Holmes directly holds 30,167.297 shares of Fifth Third Bancorp Common Stock. This total includes the new 2,838 restricted stock units plus additional units accumulated through dividend reinvestments since her prior ownership report.

What are the vesting conditions for Linda W. Clement-Holmes’s new FITB restricted stock units?

The newly granted restricted stock units vest when Linda W. Clement-Holmes’s service on Fifth Third Bancorp’s Board of Directors ceases. Until that vesting event, the units remain subject to the terms of the company’s Incentive Compensation Plan as described in the filing footnotes.

Is the April 21, 2026 FITB insider transaction a market buy or a compensation grant?

The April 21, 2026 transaction is a compensation grant, not a market purchase. The Form 4 codes the event as an acquisition by grant or award, with 2,838 restricted stock units issued at $0.00 per share under the company’s Incentive Compensation Plan.