Fifth Third (FITB) COO granted stock awards, withholds shares for taxes

Rhea-AI Filing Summary

Fifth Third Bancorp EVP & Chief Operating Officer James C. Leonard reported equity compensation awards and related tax withholding in common stock. He acquired 27,683 restricted stock units that vest in three equal annual installments starting one year after the grant, and 37,934 performance shares granted upon satisfaction of performance criteria, scheduled to vest on February 18, 2026. Both awards were granted under the company’s Incentive Compensation Plan for no cash consideration. To cover taxes upon vesting of performance shares, 16,654 shares were withheld at a price of $52.86 per share. After these transactions, he directly owned 291,383 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

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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^*

Leonard James C.

(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 & Chief Operating 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		27,683	A	$0(2)	270,103	D
Common Stock(3)	02/18/2026		A		37,934	A	$0(2)	308,037	D
Common Stock(4)	02/18/2026		F		16,654	D	$52.86	291,383	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 performance 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 James C. Leonard	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 equity awards did Fifth Third (FITB) EVP & COO James C. Leonard receive?

James C. Leonard received two equity awards in common stock. He acquired 27,683 restricted stock units vesting over three years and 37,934 performance share awards vesting on February 18, 2026, all granted under Fifth Third Bancorp’s Incentive Compensation Plan without cash payment.

How many Fifth Third (FITB) shares were withheld for James C. Leonard’s taxes?

16,654 Fifth Third Bancorp common shares were withheld for taxes. The withholding occurred upon vesting of performance shares granted to James C. Leonard, at a price of $52.86 per share, reflecting a tax-withholding disposition rather than an open-market sale or discretionary transaction.

What is James C. Leonard’s Fifth Third (FITB) share ownership after these Form 4 transactions?

After the reported transactions, James C. Leonard directly holds 291,383 Fifth Third Bancorp common shares. This figure reflects the combination of new equity awards received and shares withheld to satisfy tax obligations tied to vesting performance share awards on February 18, 2026.

How do James C. Leonard’s restricted stock units at Fifth Third (FITB) vest?

The 27,683 restricted stock units granted to James C. Leonard vest in three equal annual installments. Vesting begins on the first anniversary of the grant date, aligning his compensation with longer-term company performance and encouraging sustained executive retention at Fifth Third Bancorp.

What are the terms of James C. Leonard’s Fifth Third (FITB) performance share award?

The 37,934-share performance award was received after meeting performance criteria. According to the disclosure, it is scheduled to vest on February 18, 2026, under Fifth Third Bancorp’s Incentive Compensation Plan, further linking Leonard’s compensation to the company’s achievement of specified performance goals.

Did James C. Leonard pay cash for his Fifth Third (FITB) equity grants?

No, James C. Leonard did not pay cash for the equity grants. The filing notes that the awards were granted pursuant to Fifth Third Bancorp’s Incentive Compensation Plan with no consideration paid, which is typical for stock-based executive compensation structures tied to performance and service conditions.