[Form 4] Fifth Third Bancorp Insider Trading Activity

Rhea-AI Filing Summary

Robert P. Shaffer, Executive Vice President and Chief Risk Officer of Fifth Third Bancorp (FITB), reported insider transactions on 08/28/2025. He was granted 14,035 stock appreciation rights with an exercise price of $26.52, representing compensation that vests over four years. On the same date he disposed of 10,680 shares at $45.60. Following these transactions his beneficial ownership moved from 210,006 shares to 199,326 shares. The Form 4 was signed by an attorney-in-fact on 09/02/2025.

Insights

Financial Analyst

TL;DR: Insider received indexed compensation while selling part of direct holdings; net direct ownership declined modestly.

The 08/28/2025 grant of 14,035 stock appreciation rights at a $26.52 strike is a routine executive compensation action aligning long-term incentives with share price appreciation. The contemporaneous sale of 10,680 common shares at $45.60 reduced Mr. Shaffer's direct holdings from 210,006 to 199,326 shares, a change of roughly 5% of his prior holdings. These are non-derivative and derivative disclosures required under Section 16 and do not by themselves indicate a change in company fundamentals.

Corporate Governance Expert

TL;DR: Grant follows standard vesting schedule; sale appears as a discrete personal liquidity event rather than a governance signal.

The Form 4 shows a grant with typical four-year vesting (annual one-fourth vesting) for stock appreciation rights, consistent with standard executive pay practices. The reported sale of 10,680 shares was reported under code F (disposition) and reduced direct beneficial ownership. Documentation is complete with attorney-in-fact signature. No indications of unusual related-party transactions or departures from required reporting protocols are present in the filing.

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

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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^*

Shaffer Robert P

(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 and Chief Risk Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2025

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	08/28/2025		M		14,035	A	$26.52	210,006	D
Common Stock	08/28/2025		F		10,680	D	$45.6	199,326	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 Appreciation Rights	$26.52	08/28/2025		M			14,035	02/03/2017(1)	02/03/2027	Common Stock	14,035	$0	0	D

Explanation of Responses:

1. Indicates grant date. Stock appreciation rights are exercisable in fourths beginning on the first anniversary of the grant date with one-fourth of the total grant vesting annually over a four-year period.

Remarks:

	/s/ Shaun Patsy, as Attorney-in-Fact for Robert P. Shaffer	09/02/2025
	** 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).
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