Fifth Third Bancorp Form 4: Kevin Khanna reduces stake to 80,873 shares

Rhea-AI Filing Summary

Kevin J. Khanna, EVP of Fifth Third Bancorp (FITB), reported an insider sale of common stock on 08/15/2025. The Form 4 shows 14,000 shares sold in one or more transactions at a weighted-average price of $42.6733 per share, with trade prices ranging from $42.460 to $42.920. After the reported sale, Khanna beneficially owned 80,873 shares. The filing was signed on behalf of Khanna by an attorney-in-fact on 08/18/2025. The Form discloses the sale code "S" and notes the reporting person will provide detailed per-price quantities upon request.

Positive

• Complete disclosure of transaction date, quantity sold, weighted-average price and post-transaction beneficial ownership
• Price range provided ($42.460 to $42.920) with an offer to supply per-price quantities on request, improving transparency
• Reporting person identified with role (EVP) and address; filing signed (by attorney-in-fact) and dated

Negative

• No statement indicating if the sale was made pursuant to a Rule 10b5-1 trading plan
• Sale only reported—no offsetting purchases or grants disclosed, which could be viewed as reduced insider holdings without context

Insights

Securities Analyst

TL;DR: Officer sale of 14,000 FITB shares at a weighted average $42.6733 reduces insider stake to 80,873 shares.

The reported transaction is a routine officer sale under code "S" rather than an option exercise or derivative action. The filing provides precise transaction size and a weighted-average price plus a disclosed price range, which aids transparency. No purchases, grants, or new derivative positions are reported. For investors, this is a clear disclosure of insider liquidity but does not by itself indicate a change in company fundamentals since no additional context or plan (e.g., Rule 10b5-1) is stated in the filing.

Corporate Governance Expert

TL;DR: Disclosure is complete for the reported sale; signature by attorney-in-fact is properly noted.

The Form 4 includes required elements: reporting person identity, relationship (EVP), transaction date, amount sold, weighted-average price, resulting beneficial ownership, and a signed filing date. The explanatory footnote promising detailed per-price quantities on request increases compliance quality. There are no indications of amendments or coordinated filings that would raise governance concerns.

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^*

Khanna Kevin J

(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)
	EVP

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		S		14,000	D	$42.6733(1)	80,873	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. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.460 to $42.920, inclusive. The reporting person undertakes to provide to Fifth Third Bancorp, any security holder of Fifth Third Bancorp, or the staff of the Securities and Exchange Commission, upon request, the full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.

Remarks:

	/s/ Stephanie Meade, as Attorney-in-Fact for Kevin J. Khanna	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 insider transaction did Kevin J. Khanna report for FITB?

The Form 4 reports that Kevin J. Khanna sold 14,000 shares of Fifth Third Bancorp common stock on 08/15/2025.

At what price were the FITB shares sold in the Form 4?

The shares were sold at a weighted-average price of $42.6733 per share, with individual trade prices ranging from $42.460 to $42.920.

How many FITB shares does Kevin J. Khanna beneficially own after the sale?

Following the reported sale, Kevin J. Khanna beneficially owned 80,873 shares of FITB common stock.

What is Kevin J. Khanna's role at Fifth Third Bancorp as stated on the filing?

The Form 4 lists Kevin J. Khanna as an Executive Vice President (EVP) and an officer of the issuer.

When was the Form 4 for this transaction filed and signed?

The Form 4 shows the transaction date 08/15/2025 and is signed on behalf of the reporting person on 08/18/2025.