Fifth Third director granted 2,838 restricted units

Blackburn Katherine H. reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Blackburn Katherine H. reported acquisition or exercise transactions in this Form 4 filing.

Fifth Third Bancorp director Katherine H. Blackburn received an award of 2,838 shares of Common Stock as restricted stock units. The grant was made on April 21, 2026 under the Fifth Third Bancorp Incentive Compensation Plan, with no cash consideration paid for the award.

The restricted stock units vest when Blackburn’s service on the company’s Board of Directors ends. Following this grant and additional restricted stock units accumulated through dividend reinvestments since her last report, she now holds a total of 146,396.801 shares of Common Stock in direct ownership.

Insider Trade Summary

Grant/Award: 2,838 shares

Grant/Award 1 txn

Insider Blackburn Katherine H.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,838	$0.00	$0.00

Holdings After Transaction: Common Stock — 146,396.801 shares (Direct)

Footnotes (3)

1. F1. Restricted stock units granted pursuant to Fifth Third Bancorp Incentive Compensation Plan subject to vesting upon cessation of the reporting person's service on the Board of Directors of the Issuer.
2. F2. Granted pursuant to Fifth Third Bancorp Incentive Compensation Plan. No consideration paid.
3. F3. Includes additional restricted stock units acquired pursuant to dividend reinvestments since the date of the reporting person's last ownership report.

Key Figures

RSUs granted: 2,838 shares Grant price: $0.00 per share Post-transaction holdings: 146,396.801 shares +3 more

6 metrics

RSUs granted 2,838 shares Restricted stock units granted on April 21, 2026

Grant price $0.00 per share No consideration paid for the award

Post-transaction holdings 146,396.801 shares Total Common Stock directly owned after grant

Transaction code A Grant, award, or other acquisition of Common Stock

Transaction direction acquire Form 4 normalized transaction direction

Vesting condition Vests at cessation of board service Applies to restricted stock units granted

Key Terms

restricted stock units, Incentive Compensation Plan, dividend reinvestments, Form 4, +1 more

5 terms

restricted stock units financial

"Restricted stock units granted pursuant to Fifth Third Bancorp Incentive Compensation Plan"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Incentive Compensation Plan financial

"Granted pursuant to Fifth Third Bancorp Incentive Compensation Plan."

An incentive compensation plan is a formal program that rewards employees and executives with bonuses, stock, or other payments tied to specific performance goals—such as revenue, profit, productivity, or long‑term share price. Investors watch these plans because they shape how leaders make decisions and take risks; like paying a coach by wins rather than effort, well‑designed plans can drive sustainable growth while poor designs can encourage short‑term behaviors that harm shareholder value.

dividend reinvestments financial

"Includes additional restricted stock units acquired pursuant to dividend reinvestments"

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Common Stock financial

"security_title": "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

FAQ

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

What did Fifth Third Bancorp (FITB) director Katherine Blackburn report in this Form 4?

Katherine Blackburn reported receiving 2,838 restricted stock units of Fifth Third Bancorp Common Stock. The award was granted under the company’s Incentive Compensation Plan as director compensation and involved no cash payment, reflecting an equity-based component of her board service.

How many Fifth Third Bancorp (FITB) shares does Katherine Blackburn hold after this transaction?

After the award, Katherine Blackburn directly holds 146,396.801 shares of Fifth Third Bancorp Common Stock. This total includes the 2,838 restricted stock units granted on April 21, 2026 and additional restricted stock units from dividend reinvestments since her previous ownership report.

Was cash paid for the 2,838 restricted stock units granted to the Fifth Third (FITB) director?

No cash was paid for this grant. The 2,838 restricted stock units were awarded to Katherine Blackburn pursuant to the Fifth Third Bancorp Incentive Compensation Plan, with the filing stating explicitly that no consideration was paid for receiving this equity-based compensation.

When do Katherine Blackburn’s new restricted stock units in Fifth Third Bancorp (FITB) vest?

The restricted stock units vest when Katherine Blackburn’s service on Fifth Third Bancorp’s Board of Directors ceases. This means vesting is tied to the end of her board tenure, aligning the equity award with the duration of her governance responsibilities at the company.

What is the transaction code and direction for Katherine Blackburn’s Fifth Third (FITB) Form 4 filing?

The Form 4 shows transaction code “A,” described as a grant, award, or other acquisition. The transaction direction is classified as an acquisition, reflecting that Blackburn received 2,838 restricted stock units as compensation rather than buying shares in the open market.

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

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Accepted by SEC EDGAR 04/23/2026 - 04:20 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^*

Blackburn Katherine H.

(Last) (First) (Middle)

38 FOUNTAIN SQUARE PLAZA

(Street)

CINCINNATI OHIO 45263

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
FIFTH THIRD BANCORP [ FITB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/21/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	04/21/2026		A		2,838(1)	A	$0(2)	146,396.801(3)	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 upon cessation of the reporting person's service on the Board of Directors of the Issuer.

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

3. Includes additional restricted stock units acquired pursuant to dividend reinvestments since the date of the reporting person's last ownership report.

Remarks:

	/s/ Shaun Patsy, as Attorney-in-Fact for Katherine H. Blackburn	04/23/2026
	** 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.
* Form 4: SEC 1474 (03-26)