Fifth Third CFO uses shares to cover taxes

Fifth Third Bancorp’s Chief Financial Officer and EVP Bryan D. Preston reported automatic share dispositions tied to restricted stock vesting.

Rhea-AI Filing Summary

Fifth Third Bancorp’s Chief Financial Officer and EVP Bryan D. Preston reported automatic share dispositions tied to restricted stock vesting. On the RSU vest dates, the company withheld 520 shares at $52.86 and 1,216 shares at $52.86 to cover tax obligations, as noted in the footnotes. These are tax-withholding dispositions rather than open-market sales. After these transactions, Preston directly owned about 75,686 common shares.

Insider Trade Summary

Exercise Price or Tax Liability: 1,736 shares

Exercise Price or Tax Liability 2 txns

Insider Preston Bryan D.

Role Chief Financial Officer & EVP

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	520	$52.86	$27K
Exercise Price or Tax Liability	Common Stock	1,216	$52.86	$64K

Holdings After Transaction: Common Stock — 75,686.3081 shares (Direct)

Footnotes (2)

1. F1. Shares withheld for taxes upon the vesting of restricted stock units granted to the reporting person on February 14, 2023.
2. F2. Shares withheld for taxes upon the vesting of restricted stock units granted to the reporting person on February 14, 2024.

FAQ

What did Fifth Third Bancorp (FITB) disclose in this Form 4 for its CFO?

The filing shows Fifth Third Bancorp CFO Bryan D. Preston had shares withheld to cover taxes on restricted stock vesting, disposing of 520 and 1,216 common shares at $52.86 each through tax-withholding transactions.

Were the Fifth Third (FITB) CFO’s Form 4 transactions open-market stock sales?

No. The transactions were tax-withholding dispositions. Fifth Third withheld 1,736 total common shares from Bryan D. Preston upon RSU vesting to pay tax liabilities, rather than him selling shares in the open market.

How many Fifth Third (FITB) shares were withheld for the CFO’s 2023 RSU grant?

The company withheld 520 common shares at $52.86 each to cover taxes when restricted stock units granted to Bryan D. Preston on February 14, 2023, vested, according to the Form 4 footnote disclosure.

How many Fifth Third (FITB) shares were withheld for the CFO’s 2024 RSU grant?

Fifth Third withheld 1,216 common shares at $52.86 each to satisfy tax obligations upon vesting of restricted stock units granted to Bryan D. Preston on February 14, 2024, as described in the Form 4 footnotes.

How many Fifth Third (FITB) shares does the CFO directly own after these transactions?

After the tax-withholding share dispositions, Bryan D. Preston directly owns about 75,686 common shares of Fifth Third Bancorp, according to the post-transaction ownership figure reported in the Form 4 filing.

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

Transaction code F indicates shares were used to pay an exercise price or tax liability. Here, it means Fifth Third withheld common shares from Bryan D. Preston to satisfy taxes on restricted stock unit vesting.

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Accepted by SEC EDGAR 02/18/2026 - 04:09 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^*

Preston Bryan D.

(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)
	Chief Financial Officer & EVP

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)		520	D	$52.86	76,902.3081	D
Common Stock	02/14/2026		F(2)		1,216	D	$52.86	75,686.3081	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:

	Stephanie Meade, as Attorney-in-Fact for Bryan D. Preston	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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