Fifth Third (FITB) CFO sees 2,564 shares withheld for taxes

Rhea-AI Filing Summary

FIFTH THIRD BANCORP Chief Financial Officer and EVP Bryan D. Preston reported a tax-related share disposition. On February 19, 2026, 2,564 shares of common stock at $52.90 per share were withheld to cover taxes upon the vesting of restricted stock units granted on February 19, 2025. After this withholding, he directly owns 98,727.3081 shares of common stock.

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^*

Preston Bryan D.

(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)
	Chief Financial Officer & 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)		2,564	D	$52.9	98,727.3081	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:

	Stephanie Meade, as Attorney-in-Fact for Bryan D. Preston	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).
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FAQ

What insider transaction did FIFTH THIRD (FITB) report for its CFO?

FIFTH THIRD Chief Financial Officer Bryan D. Preston reported a tax-related share disposition. On February 19, 2026, 2,564 common shares were withheld to satisfy taxes due on vested restricted stock units granted on February 19, 2025.

How many FIFTH THIRD (FITB) shares were involved in Bryan D. Preston’s Form 4?

The Form 4 shows 2,564 shares of FIFTH THIRD common stock were disposed of. These shares were withheld by the company to cover tax obligations triggered by the vesting of previously granted restricted stock units.

What price per share was used in the FIFTH THIRD (FITB) CFO’s tax withholding transaction?

The tax withholding transaction used a price of $52.90 per share. This value applies to the 2,564 common shares withheld to cover taxes when Bryan D. Preston’s restricted stock units vested on February 19, 2026.

Was the FIFTH THIRD (FITB) CFO’s Form 4 transaction an open-market sale?

No, the transaction was not an open-market sale. The filing states the 2,564 shares were withheld to pay taxes due upon vesting of restricted stock units, categorized as a tax-withholding disposition rather than a discretionary share sale.

How many FIFTH THIRD (FITB) shares does the CFO own after the reported transaction?

After the tax-withholding disposition, Bryan D. Preston directly owns 98,727.3081 FIFTH THIRD common shares. This figure reflects his holdings immediately following the 2,564 shares withheld for taxes on the vesting restricted stock units.

What is the Form 4 transaction code for the FIFTH THIRD (FITB) CFO’s filing?

The filing uses transaction code F, indicating a tax-withholding disposition. This code shows that shares were delivered or withheld to pay the exercise price or tax liability linked to the vesting of restricted stock units, not a standard market trade.