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Fifth Third Bancorp (FITB) director granted 2,838 restricted stock units as board compensation

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Daniels C. Bryan reported acquisition or exercise transactions in this Form 4 filing.

FIFTH THIRD BANCORP director C. Bryan Daniels received an equity award of 2,838 shares of Common Stock-equivalent restricted stock units. The units were granted at no cash cost to him under the Fifth Third Bancorp Incentive Compensation Plan and are subject to vesting when his service on the Board of Directors ends.

After this grant, Daniels directly holds 386,964.212 shares of Common Stock, and separately has 8,963.5 shares held indirectly through an IRA. The filing also notes that his reported restricted stock unit balance includes additional units accumulated through dividend reinvestments since his prior ownership report.

Positive

  • None.

Negative

  • None.

Insights

Director receives routine RSU grant tied to board service.

Director C. Bryan Daniels acquired 2,838 restricted stock units (RSUs) in FIFTH THIRD BANCORP as a share-based compensation award under the company’s Incentive Compensation Plan. The grant carries no cash consideration, reflecting standard non-cash director compensation.

The RSUs vest upon the end of Daniels’ service on the Board of Directors, aligning his incentive with long-term board tenure. The filing also shows 386,964.212 shares held directly and 8,963.5 shares held indirectly via an IRA, indicating the award is small relative to his existing position.

Insider Daniels C. Bryan
Role null
Type Security Shares Price Value
Grant/Award Common Stock 2,838 $0.00 --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 386,964.212 shares (Direct, null); Common Stock — 8,963.5 shares (Indirect, By IRA)
Footnotes (1)
  1. Restricted stock units granted pursuant to Fifth Third Bancorp Incentive Compensation Plan subject to vesting upon cessation of the reporting person's service on the Board of Directors of the Issuer. Granted pursuant to Fifth Third Bancorp Incentive Compensation Plan. No consideration paid. Includes additional restricted stock units acquired pursuant to dividend reinvestments since the date of the reporting person's last ownership report.
RSU grant size 2,838 shares Restricted stock units granted as board compensation
Direct holdings after grant 386,964.212 shares Common Stock held directly after reported transactions
Indirect IRA holdings 8,963.5 shares Common Stock held indirectly through IRA
Grant price per share $0.0000 per share No cash consideration paid for RSU grant
Restricted stock units financial
"Restricted stock units granted pursuant to Fifth Third Bancorp Incentive Compensation Plan"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Incentive Compensation Plan financial
"Granted pursuant to Fifth Third Bancorp Incentive Compensation Plan."
An incentive compensation plan is a formal program that rewards employees and executives with bonuses, stock, or other payments tied to specific performance goals—such as revenue, profit, productivity, or long‑term share price. Investors watch these plans because they shape how leaders make decisions and take risks; like paying a coach by wins rather than effort, well‑designed plans can drive sustainable growth while poor designs can encourage short‑term behaviors that harm shareholder value.
dividend reinvestments financial
"Includes additional restricted stock units acquired pursuant to dividend reinvestments"
IRA financial
"Common Stock ... nature_of_ownership: By IRA"
An individual retirement account (IRA) is a savings account designed to help people put aside money for their retirement, often with tax advantages that encourage long-term savings. It matters to investors because it can grow over time, providing financial security later in life, and offers benefits that can reduce current taxes or allow investments to compound more effectively.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Daniels C. Bryan
(Last)(First)(Middle)
38 FOUNTAIN SQUARE PLAZA
(Street)
CINCINNATI OHIO 45263
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
FIFTH THIRD BANCORP [ FITB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/21/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock04/21/2026A2,838(1)A$0(2)386,964.212(3)D
Common Stock8,963.5IBy IRA
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Restricted stock units granted pursuant to Fifth Third Bancorp Incentive Compensation Plan subject to vesting upon cessation of the reporting person's service on the Board of Directors of the Issuer.
2. Granted pursuant to Fifth Third Bancorp Incentive Compensation Plan. No consideration paid.
3. Includes additional restricted stock units acquired pursuant to dividend reinvestments since the date of the reporting person's last ownership report.
Remarks:
/s/ Shaun Patsy, as Attorney-in Fact for C. Bryan Daniels04/23/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Fifth Third Bancorp director C. Bryan Daniels report on this Form 4 for FITB?

Director C. Bryan Daniels reported receiving 2,838 restricted stock units in Fifth Third Bancorp as an equity award. The units were granted under the Incentive Compensation Plan and vest when his board service ends, increasing his direct holdings to 386,964.212 common shares.

How many Fifth Third Bancorp shares does C. Bryan Daniels hold after this Form 4 filing?

After the reported transactions, C. Bryan Daniels directly holds 386,964.212 shares of Fifth Third Bancorp common stock. He also has 8,963.5 shares held indirectly through an IRA, according to the filing, reflecting both direct and retirement-account ownership interests.

What is the size and nature of the equity award Daniels received from Fifth Third Bancorp?

Daniels received an award of 2,838 restricted stock units of Fifth Third Bancorp common stock. The grant was made under the Incentive Compensation Plan, with no cash consideration paid, and is structured as share-based compensation rather than a market purchase of stock.

When do the restricted stock units granted to C. Bryan Daniels vest at Fifth Third Bancorp?

The restricted stock units granted to C. Bryan Daniels vest upon the cessation of his service on Fifth Third Bancorp’s Board of Directors. This service-based vesting schedule ties the award’s payout to the duration of his board role and ongoing governance responsibilities.

Does the Form 4 for FITB mention dividend reinvestment on Daniels’ restricted stock units?

Yes. The filing notes that Daniels’ reported restricted stock unit balance includes additional units acquired through dividend reinvestments. These incremental RSUs have accumulated since his last ownership report, increasing his overall equity exposure without separate cash transactions.

Is C. Bryan Daniels’ new equity award in FITB an open-market stock purchase?

No. The 2,838 units are a grant of restricted stock units under the Incentive Compensation Plan, with no consideration paid. This means the award is compensation provided by the company, not shares bought by Daniels in the open market at a trading price.