Fifth Third (FITB) EVP disposes shares to cover RSU tax withholding

Rhea-AI Filing Summary

FIFTH THIRD BANCORP executive Jude Schramm reported automatic share dispositions to cover taxes on vesting stock awards. On February 14, 2026, he disposed of 1,067 and 974 shares of common stock at $52.86 per share through tax-withholding transactions tied to restricted stock units granted on February 14, 2023 and February 14, 2024. After these withholdings, he directly owns 127,150 shares of Fifth Third 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

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^*

Schramm Jude

(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 & CIO

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)		1,067	D	$52.86	128,124	D
Common Stock	02/14/2026		F(2)		974	D	$52.86	127,150	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 14, 2023.

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

Remarks:

	/s/ Shaun Patsy, as Attorney-in-Fact for Jude Schramm	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.
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 transaction did FITB executive Jude Schramm report?

Jude Schramm reported share dispositions used to pay taxes on vesting stock awards. On February 14, 2026, he delivered 1,067 and 974 Fifth Third common shares at $52.86 per share to satisfy tax withholding on restricted stock units.

Was the FITB insider transaction an open-market sale of shares?

No, the FITB insider transaction was a tax-withholding disposition, not an open-market sale. Shares were delivered to cover tax liabilities when restricted stock units vested, a common administrative process for equity compensation plans.

How many Fifth Third (FITB) shares did Jude Schramm dispose of for taxes?

He disposed of a total of 2,041 FITB common shares for tax withholding. The transactions involved 1,067 shares and 974 shares, each priced at $52.86 per share, tied to the vesting of prior restricted stock unit grants.

What RSU grants were involved in the FITB tax-withholding transactions?

The tax-withholding transactions related to RSUs granted on February 14, 2023 and February 14, 2024. When these restricted stock units vested, a portion of the resulting shares was withheld and delivered to satisfy associated tax obligations.

How many FITB shares does Jude Schramm own after these transactions?

After the tax-withholding dispositions, Jude Schramm directly owns 127,150 FITB common shares. This figure reflects his remaining direct ownership following the delivery of shares to cover tax liabilities associated with vesting restricted stock units.

What role does Jude Schramm hold at Fifth Third (FITB)?

Jude Schramm serves as Executive Vice President and Chief Information Officer at Fifth Third. His Form 4 filing reflects equity compensation activity tied to this executive role, specifically tax-withholding on vesting restricted stock units granted in prior years.