Fifth Third CEO has 9,531 shares withheld for taxes

FIFTH THIRD BANCORP Chair, CEO & President Timothy Spence had 9,531 common shares withheld on February 19, 2026 to cover taxes on vesting restricted stock units.

Rhea-AI Filing Summary

FIFTH THIRD BANCORP Chair, CEO & President Timothy Spence had 9,531 common shares withheld on February 19, 2026 to cover taxes on vesting restricted stock units. The shares were valued at $52.90 each for tax purposes. After this tax-withholding disposition, he directly owned 599,794 common shares.

Insider Trade Summary

Exercise Price or Tax Liability: 9,531 shares

Exercise Price or Tax Liability 1 txn

Insider Spence Timothy

Role Chair, CEO & President

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	9,531	$52.90	$504K

Holdings After Transaction: Common Stock — 599,794 shares (Direct)

Footnotes (1)

1. F1. Shares withheld for taxes upon the vesting of restricted stock units granted to the reporting person on February 19, 2025.

FAQ

What insider transaction did FIFTH THIRD BANCORP (FITB) report for Timothy Spence?

Timothy Spence reported a tax-related share disposition. 9,531 common shares were withheld on February 19, 2026 to cover taxes due when restricted stock units vested, rather than being sold in the open market.

How many FIFTH THIRD BANCORP (FITB) shares were involved in the Form 4 filing?

The Form 4 shows 9,531 common shares were disposed of. These shares were withheld by the company to satisfy tax obligations linked to the vesting of previously granted restricted stock units, not as a discretionary market sale.

At what price were the withheld FIFTH THIRD BANCORP (FITB) shares valued?

The withheld shares were valued at $52.90 per share. This price was used for calculating the tax-withholding amount on the vesting restricted stock units, according to the details disclosed in the Form 4 filing.

Does Timothy Spence still hold FIFTH THIRD BANCORP (FITB) shares after this transaction?

Yes. After the tax-withholding disposition, Timothy Spence directly owned 599,794 FIFTH THIRD BANCORP common shares. This figure reflects his remaining direct holdings immediately following the February 19, 2026 transaction.

Was the FIFTH THIRD BANCORP (FITB) Form 4 transaction an open market sale?

No. The Form 4 describes a tax-withholding disposition. Shares were withheld by the issuer to pay taxes due on vesting restricted stock units, rather than being sold by Timothy Spence in the open market.

What is the reason for the share disposition reported for FIFTH THIRD BANCORP (FITB)?

The disposition occurred because restricted stock units vested for Timothy Spence. To cover the related tax liability, 9,531 common shares were withheld, as explained in the Form 4 footnote referencing the RSU grant.

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Accepted by SEC EDGAR 02/23/2026 - 04:03 PM Learn about SEC filing dates

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^*

Spence Timothy

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chair, CEO & President

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)		9,531	D	$52.9	599,794	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 Timothy N. Spence	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.