Fifth Third EVP granted 14,496 stock units

FIFTH THIRD BANCORP EVP Kevin J. Khanna received an equity award of 14,496 shares tied to common stock.

Rhea-AI Filing Summary

FIFTH THIRD BANCORP EVP Kevin J. Khanna received an equity award of 14,496 shares tied to common stock. The Form 4 shows this as a grant or award acquisition at a price of $0.00 per share under the Fifth Third Bancorp Incentive Compensation Plan, with no consideration paid.

The footnotes state these are Restricted Stock Units that vest in three equal annual installments beginning on the first anniversary of the grant date. Following this award, Khanna’s directly owned common stock holdings reported in the filing total 84,530 shares.

Insider Trade Summary

Grant/Award: 14,496 shares

Grant/Award 1 txn

Insider Khanna Kevin J

Role EVP

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	14,496	$0.00	$0.00

Holdings After Transaction: Common Stock — 84,530 shares (Direct)

Footnotes (2)

1. F1. Restricted Stock Units granted pursuant to Fifth Third Bancorp Incentive Compensation Plan subject to vesting in three equal annual installments beginning on the first anniversary of the grant date.
2. F2. Granted pursuant to Fifth Third Bancorp Incentive Compensation Plan. No consideration paid.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did FITB report for Kevin J. Khanna?

FIFTH THIRD BANCORP reported that EVP Kevin J. Khanna received a grant of 14,496 Restricted Stock Units. The award was made under the Fifth Third Bancorp Incentive Compensation Plan and is reflected as an acquisition of common stock-related units on the Form 4.

How many FIFTH THIRD BANCORP shares were granted to the EVP and at what price?

Kevin J. Khanna was granted 14,496 Restricted Stock Units tied to FIFTH THIRD BANCORP common stock at a reported price of $0.00 per share. Footnotes clarify the units were granted under the company’s Incentive Compensation Plan with no consideration paid by the executive.

What is the vesting schedule for Kevin J. Khanna’s new FITB Restricted Stock Units?

The 14,496 Restricted Stock Units granted to Kevin J. Khanna vest in three equal annual installments. Vesting begins on the first anniversary of the grant date, meaning one-third of the units becomes vested each year over a three-year period, subject to plan terms.

Did Kevin J. Khanna pay any consideration for the new FIFTH THIRD BANCORP stock units?

No, Kevin J. Khanna did not pay consideration for the award. A footnote explains the Restricted Stock Units were granted pursuant to the Fifth Third Bancorp Incentive Compensation Plan and that no consideration was paid, consistent with typical equity compensation grants to executives.

How many FIFTH THIRD BANCORP shares does Kevin J. Khanna own after the grant?

After this transaction, the Form 4 reports Kevin J. Khanna directly owning 84,530 shares of FIFTH THIRD BANCORP common stock. This total reflects his holdings following the 14,496-share award reported as a grant or acquisition in the insider filing for the specified transaction date.

What plan governs Kevin J. Khanna’s new FITB Restricted Stock Unit grant?

The new Restricted Stock Unit grant to Kevin J. Khanna was made under the Fifth Third Bancorp Incentive Compensation Plan. This plan governs the terms, including vesting over three equal annual installments and the conditions attached to the equity compensation awards for eligible participants.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/19/2026 - 04:47 PM EST 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^*

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)
02/18/2026

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(1)	02/18/2026		A		14,496	A	$0(2)	84,530	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. Restricted Stock Units granted pursuant to Fifth Third Bancorp Incentive Compensation Plan subject to vesting in three equal annual installments beginning on the first anniversary of the grant date.

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

Remarks:

	/s/ Stephanie Meade, as Attorney-in-Fact for Kevin J. Khanna	02/19/2026
	** 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.