Fifth Third (FITB) COO exercises 4,350 rights, disposes 2,137 shares

Rhea-AI Filing Summary

Fifth Third Bancorp executive James C. Leonard, EVP & Chief Operating Officer, reported an equity award exercise and related tax share disposition. On February 12, 2026, he exercised 4,350 stock appreciation rights at an exercise price of $14.87 per right, receiving the same number of common shares.

On the same date, 2,137 common shares were disposed of in a transaction coded "F" at a price of $53.20 per share to cover taxes associated with the award exercise. Following these transactions, Leonard directly owned 246,700 shares of Fifth Third Bancorp common stock.

Insider Trade Summary

4,350 shares exercised/converted

Mixed 3 txns

Insider Leonard James C.

Role EVP & Chief Operating Officer

Type	Security	Shares	Price	Value
Exercise	Stock Apreciation Right	4,350	$0.00	--
Exercise	Common Stock	4,350	$14.87	$65K
Tax Withholding	Common Stock	2,137	$53.20	$114K

Holdings After Transaction: Stock Apreciation Right — 0 shares (Direct); Common Stock — 248,837 shares (Direct)

Footnotes (1)

1. Indicates grant date. Stock appreciation rights are exercisable as follows: 25% one year from grant date, 50% two years from grant date, 75% three years from grant date, and 100% four years from grant date. Granted pursuant to Fifth Third Bancorp Incentive Compensation Plan. No consideration paid.

Form 4 Insider Transactions: What Each Field Means →

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^*

Leonard James C.

(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 & Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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	02/12/2026		M		4,350	A	$14.87	248,837	D
Common Stock	02/12/2026		F		2,137	D	$53.2	246,700	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
Stock Apreciation Right	$14.87	02/12/2026		M			4,350	02/12/2016(1)	02/12/2026	Common Stock	4,350	(2)	0	D

Explanation of Responses:

1. Indicates grant date. Stock appreciation rights are exercisable as follows: 25% one year from grant date, 50% two years from grant date, 75% three years from grant date, and 100% four years from grant date.

2. Granted pursuant to Fifth Third Bancorp Incentive Compensation Plan. No consideration paid.

Remarks:

	/s/ Shaun Patsy, as Attorney-in-Fact for James C. Leonard	02/13/2026
	** 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 James C. Leonard report?

James C. Leonard reported exercising stock appreciation rights and a related tax share disposition. He converted 4,350 stock appreciation rights into common shares, then 2,137 shares were disposed of to satisfy tax obligations, leaving him with 246,700 directly owned Fifth Third Bancorp shares.

How many Fifth Third Bancorp (FITB) shares did the COO acquire and dispose of?

Leonard acquired 4,350 shares and disposed of 2,137 shares. The acquisition came from exercising stock appreciation rights, while the disposition, coded “F,” represents shares delivered to cover tax liabilities arising from that equity award exercise.

What prices were involved in James C. Leonard’s FITB Form 4 transactions?

The stock appreciation rights had an exercise price of $14.87, and the tax shares were valued at $53.20. Leonard exercised 4,350 rights at $14.87 each and 2,137 common shares were used at $53.20 per share to satisfy tax obligations.

How many Fifth Third Bancorp (FITB) shares does the COO own after these transactions?

After the reported transactions, Leonard directly owns 246,700 common shares. This figure reflects his holdings following the 4,350-share stock appreciation right exercise and the 2,137-share tax-withholding disposition reported for February 12, 2026.

What is the nature of the stock appreciation rights exercised by FITB’s COO?

The stock appreciation rights were granted under the Fifth Third Bancorp Incentive Compensation Plan. They became fully exercisable over four years and were exercised on February 12, 2026, with no consideration paid for the grant itself, according to the footnotes.