Tax withholding trims Fifth Third (NASDAQ: FITB) EVP share stake

Rhea-AI Filing Summary

Fifth Third Bancorp executive Melissa S. Stevens reported an administrative share transaction related to equity compensation. On February 19, 943 shares of common stock were withheld to cover taxes upon the vesting of restricted stock units. After this tax-withholding disposition, she directly owns 77,428 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

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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^*

Stevens Melissa S.

(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)
	EVP

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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	02/19/2026		F(1)		943	D	$52.9	77,428	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 19, 2025.

Remarks:

	/s/ Shaun Patsy, as Attorney-in-Fact for Melissa S. Stevens	02/23/2026
	** 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).
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FAQ

What insider transaction did FITB executive Melissa Stevens report?

Melissa S. Stevens reported a tax-related share disposition. On February 19, 943 Fifth Third Bancorp common shares were withheld to satisfy taxes upon the vesting of restricted stock units, leaving her with direct ownership of 77,428 shares after the transaction.

Was the FITB insider transaction a discretionary sale of shares?

No, the reported FITB insider transaction was not a discretionary open-market sale. It was a tax-withholding disposition, where 943 shares were automatically withheld to cover tax obligations when restricted stock units vested for executive Melissa S. Stevens.

How many Fifth Third Bancorp shares were withheld for taxes?

A total of 943 Fifth Third Bancorp common shares were withheld for taxes. These shares were retained by the company to cover tax liabilities resulting from the vesting of restricted stock units granted to executive Melissa S. Stevens.

How many FITB shares does Melissa Stevens own after this Form 4 filing?

After the tax-withholding disposition, Melissa S. Stevens directly owns 77,428 shares of Fifth Third Bancorp common stock. This reflects her holdings following the withholding of 943 shares to satisfy tax obligations tied to vested restricted stock units.

What does transaction code F mean in the FITB Form 4 filing?

Transaction code F indicates a tax-withholding disposition in this Form 4. For Melissa S. Stevens, it reflects 943 common shares being withheld by Fifth Third Bancorp to pay taxes due on the vesting of previously granted restricted stock units.