FITB COO reports tax-related share withholding

FIFTH THIRD BANCORP EVP & COO James C. Leonard reported a routine tax-related share disposition.

Rhea-AI Filing Summary

FIFTH THIRD BANCORP EVP & COO James C. Leonard reported a routine tax-related share disposition. On February 19, 3,366 shares of common stock were withheld at $52.90 per share to cover taxes upon vesting of restricted stock units. After this withholding, he directly holds 288,017 shares.

Insider Trade Summary

Exercise Price or Tax Liability: 3,366 shares

Exercise Price or Tax Liability 1 txn

Insider Leonard James C.

Role EVP & Chief Operating Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	3,366	$52.90	$178K

Holdings After Transaction: Common Stock — 288,017 shares (Direct)

Footnotes (1)

1. F1. Shares withheld for taxes upon the vesting of restricted stock units granted to the reporting person on February 19, 2025.

FAQ

What insider transaction did FIFTH THIRD BANCORP (FITB) report for James C. Leonard?

FIFTH THIRD BANCORP reported that EVP & Chief Operating Officer James C. Leonard had 3,366 common shares withheld to satisfy taxes upon vesting of restricted stock units. This was a non-market, tax-withholding disposition classified under transaction code F.

Was the FITB insider transaction a market sale of shares?

No, the FITB insider transaction was not a market sale. The 3,366 shares were withheld by the company to cover tax obligations when restricted stock units vested, a common non-open-market tax-withholding event coded as an F transaction.

How many FIFTH THIRD BANCORP shares does James C. Leonard hold after this transaction?

After the tax-withholding disposition, James C. Leonard directly holds 288,017 shares of FIFTH THIRD BANCORP common stock. This figure reflects his position following the withholding of 3,366 shares for taxes upon restricted stock unit vesting.

What does transaction code F mean in the FITB Form 4 filing?

Transaction code F in the FITB Form 4 indicates payment of an exercise price or tax liability by delivering securities. Here, it shows 3,366 shares were withheld to satisfy taxes when restricted stock units granted on February 19, 2025, vested.

What role does James C. Leonard hold at FIFTH THIRD BANCORP?

James C. Leonard serves as Executive Vice President and Chief Operating Officer at FIFTH THIRD BANCORP. His Form 4 filing reflects a tax-withholding disposition of 3,366 shares connected to the vesting of his restricted stock units.

Were the withheld FIFTH THIRD BANCORP shares related to restricted stock units?

Yes, the withheld shares were related to restricted stock units. A footnote states the 3,366 shares were withheld for taxes upon vesting of restricted stock units granted to James C. Leonard on February 19, 2025.

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Accepted by SEC EDGAR 02/23/2026 - 04:04 PM Learn about SEC filing dates

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)
02/19/2026

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)		3,366	D	$52.9	288,017	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/ Shaun Patsy, as Attorney-in-Fact for James C. Leonard	02/23/2026
	** 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.