[Form 4] FIFTH THIRD BANCORP Insider Trading Activity

Rhea-AI Filing Summary

Reporting person: Christian Gonzalez, EVP & CLO of Fifth Third Bancorp (FITB). The statement discloses a grant of 5,709 restricted stock units on 10/09/2025 under the company’s Incentive Compensation Plan. The RSUs were issued with no cash consideration and are subject to vesting on 10/09/2028. Following the reported transaction, the form shows 5,718 shares of common stock beneficially owned by the reporting person (direct ownership). The filing was signed on 10/10/2025 by an attorney-in-fact.

Positive

• 5,709 RSUs granted to the EVP & CLO, indicating executive compensation is equity‑based
• Vesting date set for 10/09/2028, aligning executive interests with long‑term shareholder value
• No cash consideration required for the RSU grant (compensation issued as equity)

Negative

• None.

Insights

Compensation & Governance Analyst

TL;DR: Executive received time‑vested equity as compensation, increasing aligned ownership.

The grant of 5,709 restricted stock units on 10/09/2025 is a non‑cash compensation action under the Incentive Compensation Plan, with vesting on 10/09/2028. Restricted stock units typically align executive incentives with shareholder value over the vesting period.

Dependencies include continued service and satisfaction of plan terms through 10/09/2028. Monitor vesting schedules and any subsequent disposals or additional grants during that multi‑year window for changes to insider ownership.

Insider Transactions Specialist

TL;DR: The Form 4 reports a grant with no cash paid and shows the post‑transaction beneficial ownership.

The transaction code indicates an acquisition (Code A) and the filing explicitly states no consideration paid. The form reports 5,718 shares beneficially owned after the transaction, reflecting total direct holdings reported here.

For investors tracking insider accumulation, compare future Form 4s for any exercises, sales, or additional awards; the vesting date 10/09/2028 is the key milestone to watch.

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^*

Gonzalez Christian

(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 & CLO

3. Date of Earliest Transaction (Month/Day/Year)
10/09/2025

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(1)	10/09/2025		A		5,709	A	$0(2)	5,718	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. Restricted Stock Units granted pursuant to Fifth Third Bancorp Incentive Compensation Plan subject to vesting on October 9, 2028.

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

Remarks:

	/s/ Stephanie Meade, as Attorney-in-Fact for Christian Gonzalez	10/10/2025
	** 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 did Christian Gonzalez report on Form 4 for FITB?

The report discloses a grant of 5,709 restricted stock units on 10/09/2025 under the Incentive Compensation Plan, vesting on 10/09/2028.

Did the reporting person pay for the RSUs in the FITB Form 4?

No. The filing states the RSUs were granted with no consideration paid.

How many shares does Christian Gonzalez beneficially own after the transaction?

The Form 4 shows 5,718 shares of common stock beneficially owned following the reported transaction.

What is the significance of the vesting date in the Form 4?

The vesting date of 10/09/2028 is when the restricted stock units become eligible to convert to shares, aligning compensation with a multi‑year timeframe.

When was the Form 4 signed for this transaction?

The filing bears a signature by an attorney‑in‑fact on 10/10/2025.