RSU tax withholdings reduce Fifth Third (FITB) EVP’s share count

Rhea-AI Filing Summary

FIFTH THIRD BANCORP EVP Bridgit Chayt reported tax-related share dispositions tied to restricted stock unit vesting. On February 14 and 16, 2026, four Form 4 transactions show common shares withheld at $52.86 per share to cover taxes as RSUs granted on February 16, 2022, February 14, 2023, and February 14, 2024 vested. After these tax-withholding dispositions, Chayt directly owned 47,561 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

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^*

Chayt Bridgit

(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)
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)		205	D	$52.86	48,663	D
Common Stock	02/16/2026		F(1)		118	D	$52.86	48,545	D
Common Stock	02/14/2026		F(2)		492	D	$52.86	48,053	D
Common Stock	02/14/2026		F(3)		492	D	$52.86	47,561	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/ Stephanie Meade, as Attorney-in-Fact for Bridgit Chayt	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 EVP Bridgit Chayt report?

Bridgit Chayt reported tax-withholding dispositions of Fifth Third common stock. Shares were withheld when restricted stock units vested, satisfying tax obligations rather than representing open-market sales by the executive.

How many Fifth Third Bancorp (FITB) transactions were reported in this Form 4?

The Form 4 lists four separate common stock transactions. Each is coded “F,” indicating shares were withheld to pay taxes upon vesting of previously granted restricted stock units, not discretionary market sales.

What does transaction code F mean for the FITB insider activity?

Transaction code F indicates payment of tax liability or exercise price by delivering securities. In this case, Fifth Third shares were withheld when restricted stock units vested, covering taxes instead of the executive selling shares on the market.

At what price were FITB shares withheld for Bridgit Chayt’s tax obligations?

All reported tax-withholding dispositions used a price of $52.86 per share. This price was applied to common shares withheld when restricted stock units vested, as disclosed across the four transactions in the Form 4.

How many Fifth Third (FITB) shares does Bridgit Chayt own after these transactions?

After the reported tax-withholding dispositions, Bridgit Chayt directly holds 47,561 shares of Fifth Third common stock. This post-transaction balance reflects shares remaining following RSU vesting-related tax withholdings.

Were the FITB insider transactions open-market buys or sells?

No, the transactions were not open-market buys or sells. They were coded “F,” meaning Fifth Third shares were withheld solely to pay taxes tied to vesting restricted stock units granted in 2022, 2023, and 2024.