Fifth Third (FITB) CEO sells shares after exercising stock appreciation rights

Rhea-AI Filing Summary

Fifth Third Bancorp Chair, CEO & President Timothy Spence reported several equity transactions in company stock. He sold 3,420 shares of common stock in an open-market sale at $54.055 per share, leaving him with 435,342 directly held shares after this trade.

On a prior date, he exercised 15,887 stock appreciation rights, converting them into 15,887 common shares at a stated exercise price of $33.17 per share. Separate transactions show 6,612, 9,873 and 12,467 shares of common stock withheld to cover tax obligations upon the vesting of restricted stock units granted in 2023 and 2024, consistent with tax-withholding dispositions rather than open-market sales.

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^*

Spence Timothy

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chair, CEO & President

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	02/14/2026		F(1)		6,612	D	$52.86	445,215	D
Common Stock	02/14/2026		F(2)		9,873	D	$52.86	435,342	D
Common Stock	02/17/2026		M		15,887	A	$33.17	451,229	D
Common Stock	02/17/2026		F		12,467	D	$53.1	438,762	D
Common Stock	02/18/2026		S		3,420	D	$54.055	435,342	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
Stock Appreciation Rights	$33.17	02/17/2026		M			15,887	01/29/2018(3)	01/29/2028	Common Stock	15,887	(4)	0	D

Explanation of Responses:

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

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

3. Indicates grant date. Stock appreciation rights are exercisable in thirds beginning on the first anniversary of the grant date with one-third of the total grant vesting annually over a three-year period.

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

Remarks:

	/s/ Shaun Patsy, as Attorney-in-Fact for Timothy N. Spence	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.
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FAQ

What insider transactions did FITB CEO Timothy Spence report?

Timothy Spence reported an open-market sale of 3,420 Fifth Third Bancorp shares and several related equity award transactions. These included exercising 15,887 stock appreciation rights and multiple share withholdings to satisfy tax obligations on restricted stock unit vesting.

How many Fifth Third Bancorp shares did the CEO sell in the market?

He sold 3,420 shares of Fifth Third Bancorp common stock in an open-market transaction. The reported sale price was $54.055 per share, and after this trade his directly held common stock position stood at 435,342 shares.

Did the FITB CEO exercise any stock appreciation rights in this filing?

Yes. Timothy Spence exercised 15,887 stock appreciation rights, resulting in the acquisition of 15,887 shares of Fifth Third Bancorp common stock. The filing lists an exercise price of $33.17 per share for the resulting common stock transaction.

Why were some FITB shares disposed of as tax-withholding transactions?

Several share dispositions were reported as tax-withholding transactions tied to restricted stock units. Specifically, 6,612 and 9,873 shares were withheld for taxes on awards granted in 2023 and 2024, with an additional 12,467 shares delivered to cover tax obligations.

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

Following the reported sale, exercises and tax withholdings, Timothy Spence directly holds 435,342 shares of Fifth Third Bancorp common stock. This figure reflects his updated ownership position at the end of the sequence of transactions.

Are the tax-related FITB share dispositions open-market sales?

No. The filing classifies those transactions under code F, indicating shares delivered to pay exercise price or tax liabilities. Footnotes explain they were withheld for taxes upon vesting of restricted stock units, rather than discretionary open-market share sales.