Fifth Third Bancorp (FITB) COO uses shares to cover RSU taxes

Rhea-AI Filing Summary

Fifth Third Bancorp’s EVP & Chief Operating Officer James C. Leonard reported automatic share dispositions related to tax withholding, not open-market selling. On February 14, 2026, a total of 4,280 common shares were withheld at $52.86 per share to cover taxes on vesting restricted stock units granted in 2023 and 2024. After these transactions, he continues to hold over 240,000 shares 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^*

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)
02/14/2026

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	02/14/2026		F(1)		1,706	D	$52.86	244,994	D
Common Stock	02/14/2026		F(2)		2,574	D	$52.86	242,420	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 14, 2023.

2. Shares withheld for taxes upon the vesting of restricted stock units granted to the reporting person on February 14, 2024.

Remarks:

	/s/ Shaun Patsy, as Attorney-in-Fact for James C. Leonard	02/18/2026
	** 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.
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FAQ

What did Fifth Third Bancorp (FITB) report in this Form 4 for its COO?

The filing shows Fifth Third Bancorp EVP & COO James C. Leonard had shares withheld to pay taxes on vested restricted stock units. These are automatic tax-withholding dispositions, not open-market stock sales, and he still directly holds more than 240,000 common shares.

How many Fifth Third Bancorp (FITB) shares were disposed of for taxes?

A total of 4,280 Fifth Third Bancorp common shares were disposed of through tax withholding. The transactions involved 1,706 shares and 2,574 shares, each priced at $52.86 per share, tied to the vesting of previously granted restricted stock units.

Was this Fifth Third Bancorp (FITB) Form 4 a stock sale by the COO?

No, the Form 4 reflects tax-withholding dispositions rather than discretionary stock sales. Shares were withheld upon vesting of restricted stock units to satisfy tax obligations, a routine administrative event rather than an open-market buy or sell decision by the executive.

What does transaction code F mean in the Fifth Third Bancorp (FITB) Form 4?

Transaction code F indicates shares were used to pay an exercise price or tax liability. Here, it means common shares were withheld to cover taxes owed when restricted stock units vested, consistent with standard equity compensation practices for senior executives.

How many Fifth Third Bancorp (FITB) shares does the COO own after these transactions?

Following the reported tax-withholding transactions, James C. Leonard directly holds 242,420 Fifth Third Bancorp common shares. This figure reflects his remaining direct ownership after 4,280 shares were withheld to satisfy tax obligations on vested restricted stock unit awards.

Were the Fifth Third Bancorp (FITB) tax withholdings linked to specific RSU grants?

Yes, the tax-withholding share dispositions were tied to restricted stock units granted on February 14, 2023 and February 14, 2024. When those RSUs vested, a portion of the resulting shares was withheld automatically to satisfy the associated tax liabilities.