Fifth Third Bancorp (FITB) EVP has 7,702 shares withheld for taxes in Form 4

Rhea-AI Filing Summary

Fifth Third Bancorp officer and EVP Kevin J. Khanna reported a tax-related withholding of 7,702 shares of Fifth Third common stock on December 15, 2025. The shares were withheld at a price of $47.83 per share to cover taxes when restricted stock units granted to him on December 15, 2023 vested, rather than being sold in the open market. After this transaction, he beneficially owns 73,171 shares of Fifth Third common stock directly.

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^*

Khanna Kevin J

(Last) (First) (Middle)

38 FOUNTAIN SQUARE PLAZA

(Street)

CINCINNATI OH 45202

(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

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

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	12/15/2025		F(1)		7,702	D	$47.83	73,171	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 December 15, 2023.

Remarks:

	/s/ Stephanie Meade, as Attorney-in-Fact for Kevin J. Khanna	12/16/2025
	** 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 Kevin J. Khanna?

The filing shows that Fifth Third Bancorp officer and EVP Kevin J. Khanna had 7,702 shares of common stock withheld to cover taxes on vested restricted stock units.

On what date did the reported FITB transaction occur?

The reported transaction for Fifth Third Bancorp (FITB) occurred on December 15, 2025.

How many Fifth Third Bancorp (FITB) shares does Kevin J. Khanna own after this transaction?

After the tax withholding transaction, Kevin J. Khanna beneficially owns 73,171 shares of Fifth Third Bancorp common stock directly.

At what price were the withheld FITB shares valued in this transaction?

The 7,702 withheld shares of Fifth Third Bancorp common stock were valued at $47.83 per share in the transaction.

Was the reported FITB transaction an open-market sale by Kevin J. Khanna?

No. The explanation states the shares were withheld for taxes upon the vesting of restricted stock units granted to the reporting person, not sold in the open market.

What is Kevin J. Khanna’s relationship to Fifth Third Bancorp (FITB)?

Kevin J. Khanna is listed as an officer of Fifth Third Bancorp with the title EVP (executive-level role).