Fifth Third EVP Gibson granted stock awards, tax withholding

Fifth Third Bancorp EVP Kala Gibson reported equity awards and related tax withholding in common stock.

Rhea-AI Filing Summary

Fifth Third Bancorp EVP Kala Gibson reported equity awards and related tax withholding in common stock. On February 18, 2026, Gibson acquired 6,765 restricted stock units and 9,755 performance share awards at no cost under the Fifth Third Bancorp Incentive Compensation Plan.

The restricted stock units vest in three equal annual installments beginning on the first anniversary of the grant date, while the performance share award is subject to vesting on February 18, 2026 after meeting performance criteria. To cover taxes on vested performance shares, 4,283 shares were withheld at a price of $52.86 per share, leaving Gibson with 62,300 directly owned shares.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Gibson Kala

Role EVP

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	6,765	$0.00	$0.00
Grant/Award	Common Stock	9,755	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	4,283	$52.86	$226K

Holdings After Transaction: Common Stock — 62,300 shares (Direct)

Footnotes (4)

1. F1. Restricted Stock Units granted pursuant to Fifth Third Bancorp Incentive Compensation Plan subject to vesting in three equal annual installments beginning on the first anniversary of the grant date.
2. F2. Granted pursuant to Fifth Third Bancorp Incentive Compensation Plan. No consideration paid.
3. F3. Performance Share award received upon satisfaction of performance criteria subject to vesting on February 18, 2026.
4. F4. Shares withheld for taxes upon vesting of performance shares granted to the reporting person.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Kala Gibson report for FIFTH THIRD BANCORP (FITB)?

Kala Gibson reported equity awards and tax withholding in Fifth Third Bancorp common stock. Two stock-based awards were granted at no cost, and shares were withheld to satisfy tax obligations tied to vested performance shares under the company’s incentive compensation plan.

How many FIFTH THIRD BANCORP shares did Kala Gibson acquire and dispose of?

Kala Gibson acquired 6,765 restricted stock units and 9,755 performance share awards, both at no consideration. To cover taxes upon vesting of performance shares, 4,283 common shares were withheld, resulting in 62,300 Fifth Third Bancorp shares held directly after the transactions.

What are the vesting terms of Kala Gibson’s new FITB restricted stock units and performance shares?

The 6,765 restricted stock units vest in three equal annual installments starting on the first anniversary of the grant date. The 9,755 performance share award vests on February 18, 2026, contingent on satisfaction of specified performance criteria under the Fifth Third Bancorp Incentive Compensation Plan.

Were Kala Gibson’s recent FITB transactions open-market purchases or compensation grants?

The transactions were compensation-related grants, not open-market purchases. The awards were granted pursuant to the Fifth Third Bancorp Incentive Compensation Plan with no consideration paid, and additional shares were withheld solely to satisfy tax liabilities on vested performance shares.

Why were 4,283 FIFTH THIRD BANCORP shares withheld in Kala Gibson’s Form 4?

The 4,283 shares were withheld to pay taxes due when previously granted performance shares vested. This tax-withholding disposition used Fifth Third Bancorp common stock at a price of $52.86 per share, rather than requiring a separate cash payment for the tax liability.

How many FIFTH THIRD BANCORP shares does Kala Gibson hold after these Form 4 transactions?

After the reported grant and tax-withholding transactions, Kala Gibson directly owns 62,300 shares of Fifth Third Bancorp common stock. This figure reflects the net position following the equity awards and the 4,283 shares withheld to satisfy associated tax obligations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/19/2026 - 04:46 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^*

Gibson Kala

(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

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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(1)	02/18/2026		A		6,765	A	$0(2)	56,828	D
Common Stock(3)	02/18/2026		A		9,755	A	$0(2)	66,583	D
Common Stock(4)	02/18/2026		F		4,283	D	$52.86	62,300	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 in three equal annual installments beginning on the first anniversary of the grant date.

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

3. Performance Share award received upon satisfaction of performance criteria subject to vesting on February 18, 2026.

4. Shares withheld for taxes upon vesting of performance shares granted to the reporting person.

Remarks:

	/s/ Shaun Patsy as Attorney-in-Fact for Kala J. Gibson	02/19/2026
	** 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.