Director at FIFTH THIRD BANCORP (FITB) awarded 2,838 restricted stock units

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Smith Barbara reported acquisition or exercise transactions in this Form 4 filing.

FIFTH THIRD BANCORP director Barbara Smith received a grant of 2,838 common-stock-based restricted stock units. The units were granted at a price of $0.00 per share as compensation under the Fifth Third Bancorp Incentive Compensation Plan, with no consideration paid by her.

The restricted stock units vest when her service on the issuer’s Board of Directors ceases. After this award, she directly owns 43,336 shares of Fifth Third Bancorp common stock. This is a compensation-related equity grant, not an open-market purchase or sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Smith Barbara

Role null

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

Holdings After Transaction: Common Stock — 43,336 shares (Direct, null)

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

Key Figures

Restricted stock units granted: 2,838 units Grant price per share: $0.00 per share Shares held after transaction: 43,336 shares

3 metrics

Restricted stock units granted 2,838 units Award of common-stock-based RSUs to director Barbara Smith

Grant price per share $0.00 per share Equity compensation under Incentive Compensation Plan

Shares held after transaction 43,336 shares Barbara Smith’s direct common stock holdings post-grant

Key Terms

Restricted stock units, Incentive Compensation Plan, Board of Directors

3 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.

Board of Directors financial

"subject to vesting upon cessation of the reporting person's service on the Board of Directors"

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

Form 4 Insider Transactions: What Each Field Means →

04/23/2026 - 04:21 PM

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^*

Smith Barbara

(Last)

(First)

(Middle)

38 FOUNTAIN SQAURE 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/21/2026		A		2,838⁽¹⁾	A	$0⁽²⁾	43,336	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

Remarks:

	Stephanie Meade, as Attorney-in-Fact for Barbara Smith	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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Fifth Third Bancorp (FITB) director Barbara Smith report on this Form 4?

Barbara Smith reported receiving 2,838 restricted stock units of Fifth Third Bancorp common stock. The award was granted at $0.00 per share under the company’s Incentive Compensation Plan as equity compensation rather than an open-market stock purchase or sale.

How many Fifth Third Bancorp (FITB) shares does Barbara Smith hold after this transaction?

After this transaction, Barbara Smith directly holds 43,336 shares of Fifth Third Bancorp common stock. This total reflects her position following the grant of 2,838 restricted stock units reported, giving investors a snapshot of her current direct equity stake.

What are the vesting conditions for Barbara Smith’s restricted stock units at Fifth Third Bancorp (FITB)?

The restricted stock units vest when Barbara Smith’s service on Fifth Third Bancorp’s Board of Directors ceases. This means the award is tied to the length of her board service and becomes fully earned at the end of that service period.

Did Barbara Smith pay anything for the Fifth Third Bancorp (FITB) restricted stock units?

Barbara Smith did not pay any consideration for these restricted stock units. The footnotes state the grant was made pursuant to the Fifth Third Bancorp Incentive Compensation Plan with no consideration paid, indicating it is purely a form of equity compensation.

Is Barbara Smith’s Form 4 transaction in Fifth Third Bancorp (FITB) an open-market trade?

No, the transaction is not an open-market trade. It is a grant of 2,838 restricted stock units under the company’s Incentive Compensation Plan at $0.00 per share, categorized as a grant or award acquisition rather than a market purchase or sale.