Fifth Third Bancorp (FITB) CAO withholds shares to cover RSU taxes

Rhea-AI Filing Summary

Fifth Third Bancorp’s Chief Accounting Officer, Jeffrey A. Lopper, reported several tax-withholding dispositions of common stock tied to restricted stock units that vested on February 14 and 16, 2026. Shares were withheld at $52.86 per share to cover taxes on RSU grants from 2022, 2023, and 2024, leaving him with 47,982 common shares held directly.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Lopper Jeffrey A

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	226	$52.86	$12K
Tax Withholding	Common Stock	79	$52.86	$4K
Tax Withholding	Common Stock	309	$52.86	$16K
Tax Withholding	Common Stock	309	$52.86	$16K

Holdings After Transaction: Common Stock — 48,679 shares (Direct)

Footnotes (1)

1. Shares withheld for taxes upon the vesting of restricted stock units granted to the reporting person on February 16, 2022. Shares withheld for taxes upon the vesting of restricted stock units granted to the reporting person on February 14, 2023. Shares withheld for taxes upon the vesting of restricted stock units granted to the reporting person on February 14, 2024.

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Form 4 Insider Transactions: What Each Field Means →

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^*

Lopper Jeffrey A

(Last) (First) (Middle)

38 FOUNTAIN SQUARE PLAZA

(Street)

CINCINNATI OH 45202

(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 Accounting 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	02/16/2026		F(1)		226	D	$52.86	48,679	D
Common Stock	02/16/2026		F(1)		79	D	$52.86	48,600	D
Common Stock	02/14/2026		F(2)		309	D	$52.86	48,291	D
Common Stock	02/14/2026		F(3)		309	D	$52.86	47,982	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 16, 2022.

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

3. 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 Jeffrey A. Lopper	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.
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 insider transaction did FITB’s Chief Accounting Officer report?

Jeffrey A. Lopper, Fifth Third Bancorp’s Chief Accounting Officer, reported several tax-withholding dispositions of common stock. The shares were withheld to satisfy tax obligations arising from the vesting of previously granted restricted stock units, rather than being sold in open-market transactions.

Were the FITB insider transactions open-market sales or tax withholdings?

The transactions were tax-withholding dispositions, not open-market sales. Shares of Fifth Third Bancorp common stock were withheld to pay taxes due upon vesting of restricted stock units granted in 2022, 2023, and 2024, as disclosed in the Form 4 footnotes.

On what dates did the FITB restricted stock units vest for the CAO?

The restricted stock units vested on February 14 and February 16, 2026. Footnotes state these RSUs were originally granted on February 16, 2022, February 14, 2023, and February 14, 2024, and the related share withholdings covered the associated tax liabilities at vesting.

How many Fifth Third Bancorp shares does the CAO own after these transactions?

After the reported tax-withholding dispositions, Jeffrey A. Lopper directly holds 47,982 shares of Fifth Third Bancorp common stock. This figure comes from the last transaction line in the Form 4, which lists the total shares beneficially owned following the final disposition.

What transaction code appears in the FITB Form 4 for these insider moves?

The transactions use code “F,” described as payment of exercise price or tax liability by delivering securities. In this case, Fifth Third Bancorp shares were withheld upon restricted stock unit vesting specifically to satisfy tax obligations, rather than being voluntarily sold for investment purposes.

Does this FITB Form 4 indicate buying or selling activity by the CAO?

The Form 4 reflects dispositions classified as tax-withholding transactions, not traditional buying or selling. Shares were withheld by Fifth Third Bancorp to cover tax liabilities when the Chief Accounting Officer’s restricted stock units vested, while he retained a substantial remaining direct shareholding.