[Form 4] Fifth Third Bancorp Insider Trading Activity

Rhea-AI Filing Summary

Timothy N. Spence, Chair, Chief Executive Officer and President of Fifth Third Bancorp (FITB), reported a non‑derivative transaction on 08/15/2025 in which 7,200 shares were disposed of as a gift (transaction code G). Following the reported transaction Spence beneficially owns 451,827 shares, held directly. The Form 4 was signed by an attorney‑in‑fact on behalf of Spence on 08/18/2025. The filing shows a routine insider transfer by gift rather than a sale, and discloses the remaining direct ownership stake held by the reporting person.

Positive

• Substantial retained ownership: Reporting person continues to beneficially own 451,827 shares, indicating continued alignment with shareholders
• Clear disclosure and proper signing: Form 4 executed by attorney‑in‑fact, satisfying reporting formalities

Negative

• Disposition of shares: Reporting person disposed of 7,200 shares via gift on 08/15/2025

Insights

Securities Analyst

TL;DR: Insider reported a gift of 7,200 FITB shares; substantial direct ownership remains at 451,827 shares.

The Form 4 documents a non‑sale disposition coded as a gift, which does not reflect an open‑market sale or exercise and therefore is less likely to signal immediate sentiment about near‑term company prospects. The remaining direct holding of 451,827 shares represents a sizeable position by an executive, preserving alignment with shareholders. No derivative activity or other transactions are reported on this filing.

Corporate Governance Expert

TL;DR: Routine disclosure of a gift by a senior executive; governance disclosure requirements satisfied.

The filing meets Section 16 reporting requirements by disclosing a disposition by gift and the post‑transaction beneficial ownership. The use of an attorney‑in‑fact to sign indicates proper procedural handling. There are no indications of unusual or potentially problematic transfers such as related‑party trades or option exercises in this document.

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)
08/15/2025

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	08/15/2025		G		7,200	D	(1)	451,827	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. This transaction is a gift in which the transaction price is not required to be reported.

Remarks:

	/s/ Shaun Patsy, as Attorney-in-Fact for Timothy N. Spence	08/18/2025
	** 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 did Timothy N. Spence report on Form 4 for FITB?

The filing reports a gift disposition of 7,200 common shares on 08/15/2025 and shows 451,827 shares beneficially owned following the transaction.

Was the FITB transaction a market sale or another type of transfer?

The transaction code is G, indicating the transfer was a gift, not an open‑market sale or exercise of a derivative.

What is the reporting person's role at Fifth Third Bancorp (FITB)?

The reporting person is noted as a Director and as Chair, CEO & President of the issuer.

When was the Form 4 signed and who signed it?

The form was signed on behalf of Timothy N. Spence by an attorney‑in‑fact, Shaun Patsy, on 08/18/2025.

Does the Form 4 report any derivative transactions for FITB?

No; Table II for derivative securities contains no reported transactions in this filing.