Fifth Third Bancorp (NASDAQ: FITB) discloses CFO Preston share changes

Rhea-AI Filing Summary

Fifth Third Bancorp Chief Financial Officer and EVP Bryan D. Preston reported two transactions in the company’s common stock dated December 15, 2025. He made a gift of 1,100 shares, after which he directly held 83,795.3081 shares. On the same date, 6,373 shares were disposed of at $47.83 per share to satisfy tax withholding upon the vesting of restricted stock units granted on December 15, 2023. Following these transactions, he directly beneficially owned 77,422.3081 shares of Fifth Third Bancorp common stock.

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

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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)
12/15/2025

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	12/15/2025		G		1,100	D	(1)	83,795.3081	D
Common Stock	12/15/2025		F(2)		6,373	D	$47.83	77,422.3081	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. This transaction is a gift in which the transaction price is not required to be reported.

2. Shares withheld for taxes upon the vesting of restricted stock units granted to the reporting person on December 15, 2023.

Remarks:

	Stephanie Meade, as Attorney-in-Fact for Bryan D. Preston	12/16/2025
	** 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 stock transactions did Fifth Third Bancorp (FITB) report for Bryan D. Preston?

Bryan D. Preston, Chief Financial Officer and EVP of Fifth Third Bancorp, reported a gift of 1,100 shares of common stock and the disposition of 6,373 shares on December 15, 2025.

How many Fifth Third Bancorp (FITB) shares did the CFO gift?

On December 15, 2025, Bryan D. Preston made a gift of 1,100 shares of Fifth Third Bancorp common stock, reported as a disposition coded “G.”

Why were 6,373 Fifth Third Bancorp (FITB) shares disposed of by the CFO?

The 6,373 shares were disposed of at $47.83 per share and were withheld for taxes upon the vesting of restricted stock units that had been granted on December 15, 2023.

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

After the reported transactions on December 15, 2025, Bryan D. Preston directly beneficially owned 77,422.3081 shares of Fifth Third Bancorp common stock.

What was Bryan D. Preston’s share balance after the stock gift but before tax withholding?

Following the 1,100-share gift, and before the tax withholding transaction, Bryan D. Preston directly held 83,795.3081 shares of Fifth Third Bancorp common stock.

What do the transaction codes G and F mean in the Fifth Third Bancorp (FITB) Form 4?

Code G indicates a gift of shares. Code F in this context reflects shares withheld for taxes upon the vesting of restricted stock units granted to the reporting person on December 15, 2023.