Fifth Third Bancorp (FITB) EVP has 2,231 shares withheld for taxes

Rhea-AI Filing Summary

Fifth Third Bancorp executive vice president Kevin J. Khanna reported a tax-related share disposition tied to restricted stock vesting. On February 19, 2026, 2,231 shares of common stock were withheld at $52.90 per share to satisfy tax obligations upon vesting of restricted stock units granted on February 19, 2025.

After this tax-withholding disposition, Khanna directly holds 82,299 shares of Fifth Third Bancorp common stock. This transaction reflects administrative tax settlement rather than an open-market purchase or sale.

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^*

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)
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)		2,231	D	$52.9	82,299	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/ Stephanie Meade, as Attorney-in-Fact for Kevin J. Khanna	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Fifth Third Bancorp (FITB) report for Kevin J. Khanna?

Fifth Third Bancorp reported that EVP Kevin J. Khanna had 2,231 common shares withheld to cover taxes upon restricted stock unit vesting. This administrative disposition was reported as a Form 4 transaction dated February 19, 2026, rather than an open-market trade.

How many Fifth Third Bancorp (FITB) shares were involved and at what price?

The filing shows 2,231 Fifth Third Bancorp common shares were withheld at $52.90 per share. This price was used to calculate the value of shares applied toward Khanna’s tax liability when his restricted stock units vested on February 19, 2026.

Does the Fifth Third Bancorp (FITB) Form 4 indicate an open-market sale by the EVP?

No, the Form 4 describes a tax-withholding disposition, not an open-market sale. Shares were withheld by the company to satisfy taxes due when restricted stock units granted on February 19, 2025 vested a year later, on February 19, 2026.

How many Fifth Third Bancorp (FITB) shares does Kevin J. Khanna own after this transaction?

After the tax-withholding transaction, Kevin J. Khanna directly owns 82,299 Fifth Third Bancorp common shares. This post-transaction balance reflects his holdings following the 2,231-share withholding for taxes related to the vesting restricted stock units.

What does transaction code F mean in the Fifth Third Bancorp (FITB) Form 4?

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this case, shares were withheld to cover taxes due on restricted stock units vesting for Kevin J. Khanna, rather than conventional share selling in the open market.

What does the Fifth Third Bancorp (FITB) footnote say about the withheld shares?

The footnote explains the shares were withheld for taxes upon vesting of restricted stock units granted to Kevin J. Khanna on February 19, 2025. This clarifies the disposition is a routine tax event tied to equity compensation, not a discretionary sale of stock.