[Form 4] Fifth Third Bancorp Insider Trading Activity

Rhea-AI Filing Summary

Kevin J. Khanna, listed as an officer with the title EVP at Fifth Third Bancorp (FITB), reported a non-derivative transaction on 08/12/2025 showing restricted stock units vesting with shares withheld to satisfy tax obligations. The filing records 6,773 shares withheld and lists a price of $42.24 per share. Following the withholding, the reporting person beneficially owned 94,873 shares of common stock.

The form’s explanation clarifies the withheld shares related to RSUs granted on 08/12/2022. This disclosure reflects routine equity-compensation administration rather than an active open-market sale or purchase, and it leaves the reporting person’s officer status unchanged.

Insights

Securities Analyst

TL;DR: Routine RSU tax-withholding reported; small change in share count, no indication of market selling or strategic shift.

The Form 4 documents a tax-withholding event tied to RSU vesting: 6,773 shares withheld at a listed price of $42.24, leaving 94,873 shares beneficially owned. Such withholdings are standard when equity awards vest and do not represent active disposition decisions by the insider. Because the filing shows only this withholding, there is no evidence here of open-market sales or acquisitions that would materially change ownership stakes or signal liquidity needs.

Corporate Governance Expert

TL;DR: Disclosure is a routine compensation tax event; it confirms RSU vesting and maintains executive alignment with shareholder interests.

The explanatory note explicitly states the shares were withheld to satisfy taxes on RSUs granted on 08/12/2022. Reporting the withholding and the resulting beneficial ownership (94,873 shares) complies with Section 16 reporting. From a governance perspective, this is a standard administrative disclosure tied to compensation and does not indicate a change in role or control. Investors can view this as routine equity-compensation bookkeeping rather than a governance concern.

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^*

Khanna Kevin J

(Last) (First) (Middle)

38 FOUNTAIN SQUARE PLAZA

(Street)

CINCINNATI OH 45202

(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)
08/12/2025

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	08/12/2025		F(1)		6,773	D	$42.24	94,873	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 August 12, 2022.

Remarks:

	/s/ Stephanie Meade, as Attorney-in-Fact for Kevin J. Khanna	08/13/2025
	** 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 transaction was reported on the FITB Form 4 by Kevin J. Khanna?

The filing reports shares withheld for taxes upon the vesting of restricted stock units; 6,773 shares were withheld.

What was the transaction date and price on the Form 4 for FITB?

The transaction date is 08/12/2025 and the price listed in the filing is $42.24 per share.

How many shares did Kevin J. Khanna own after the reported transaction (FITB)?

Following the reported withholding, the filing shows 94,873 shares beneficially owned.

Why were the shares withheld according to the filing?

The filing states the shares were withheld to satisfy taxes upon the vesting of restricted stock units granted on 08/12/2022.

Does the Form 4 indicate a sale or purchase of FITB shares by the insider?

The Form 4 documents a tax-withholding event tied to RSU vesting; it does not report a separate open-market sale or purchase.