Director Barbara Smith adds 40,498 Fifth Third (FITB) shares

Rhea-AI Filing Summary

Fifth Third Bancorp director Barbara Smith reported new share ownership tied to a merger and equity award. She acquired 39,886 shares of Fifth Third common stock on 02/02/2026 in exchange for 21,372 shares of Comerica Incorporated, based on a 1.8663-to-1 merger exchange ratio. She also received 612 restricted stock units under the Fifth Third Bancorp Incentive Compensation Plan at a stated price of $0, which vest when her service on the Board of Directors ends. After these transactions, she directly holds 40,498 Fifth Third 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^*

Smith Barbara

(Last) (First) (Middle)

38 FOUNTAIN SQAURE 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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

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	02/02/2026		A		39,886	A	(1)	39,886	D
Common Stock(2)	02/02/2026		A		612	A	$0(3)	40,498	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. Received in exchange for 21,372 shares of Comerica Incorporated ("CMA") in connection with the merger of CMA and a wholly owned subsidiary of CMA with and into a wholly owned subsidiary of Fifth Third Bancorp ("FITB"). Pursuant to the merger agreement by and among FITB, CMA and the other parties thereto, holders of CMA common stock had the right to receive, for each share of CMA common stock held immediately prior to the effective time of the merger, 1.8663 shares of common stock of FITB and cash in lieu of any fractional shares, at such price in accordance with the terms of the merger agreement.

2. Restricted stock units granted pursuant to Fifth Third Bancorp Incentive Compensation Plan subject to vesting upon cessation of the reporting person's service on the Board of Directors of the Issuer.

3. Granted pursuant to Fifth Third Bancorp Incentive Compensation Plan. No consideration paid.

Remarks:

	Stephanie Meade, as Attorney-in-Fact for Barbara Smith	02/04/2026
	** 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.

FAQ

What did Fifth Third (FITB) director Barbara Smith report in this Form 4?

Barbara Smith reported acquiring 39,886 Fifth Third common shares via a merger exchange and receiving 612 restricted stock units under the company’s incentive plan, bringing her direct holdings to 40,498 shares following the 02/02/2026 transactions.

How did Barbara Smith receive 39,886 Fifth Third (FITB) shares?

She received 39,886 Fifth Third shares in exchange for 21,372 Comerica Incorporated shares. The merger agreement provided 1.8663 Fifth Third common shares for each Comerica share held immediately before the merger’s effective time, plus cash for any fractional shares.

What are the terms of the 612 restricted stock units reported for FITB?

The 612 restricted stock units were granted under the Fifth Third Bancorp Incentive Compensation Plan with no consideration paid. These units are scheduled to vest when Barbara Smith’s service on Fifth Third’s Board of Directors ceases, aligning the award with her board tenure.

How many Fifth Third (FITB) shares does Barbara Smith own after these transactions?

After the 02/02/2026 transactions, Barbara Smith directly owns 40,498 Fifth Third common shares. This total reflects both the 39,886 shares received in the Comerica merger exchange and the additional 612 restricted stock units granted under the incentive plan.

Was cash paid for Barbara Smith’s new Fifth Third (FITB) equity awards?

No cash consideration was paid for the 612 restricted stock units granted to Barbara Smith. The filing states they were granted under the Fifth Third Bancorp Incentive Compensation Plan with no consideration, making them a compensatory equity award rather than a purchase.