FIFTH THIRD BANCORP (FITB) EVP has shares withheld to cover RSU taxes

Rhea-AI Filing Summary

FIFTH THIRD BANCORP EVP Kevin J. Khanna reported tax-related share dispositions, not open-market sales. On February 14 and 16, 2026, a total of 3,137 shares of common stock were withheld at $52.86 per share to cover taxes upon vesting of previously granted restricted stock units.

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^*

Khanna Kevin J

(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

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2026

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	02/16/2026		F(1)		581	D	$52.86	72,590	D
Common Stock	02/14/2026		F(2)		1,136	D	$52.86	71,454	D
Common Stock	02/14/2026		F(3)		981	D	$52.86	70,473	D
Common Stock	02/16/2026		F(1)		439	D	$52.86	70,034	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 16, 2022.

2. Shares withheld for taxes upon the vesting of restricted stock units granted to the reporting person on February 14, 2023.

3. Shares withheld for taxes upon the vesting of restricted stock units granted to the reporting person on February 14, 2024.

Remarks:

	/s/ Stephanie Meade, as Attorney-in-Fact for Kevin J. Khanna	02/18/2026
	** 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).
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FAQ

What insider transaction did FIFTH THIRD BANCORP (FITB) report for Kevin J. Khanna?

FIFTH THIRD BANCORP reported that EVP Kevin J. Khanna had company shares withheld to cover tax obligations. The withholding occurred upon the vesting of previously granted restricted stock units and was reported as a Form 4 insider transaction.

How many FIFTH THIRD BANCORP (FITB) shares were withheld for Kevin J. Khanna’s taxes?

A total of 3,137 FIFTH THIRD BANCORP common shares were withheld to satisfy tax liabilities. These withholdings stemmed from the vesting of multiple restricted stock unit awards previously granted to EVP Kevin J. Khanna.

On what dates did the FIFTH THIRD BANCORP (FITB) tax-withholding transactions occur?

The tax-withholding dispositions were dated February 14, 2026 and February 16, 2026. Each date reflects share withholdings tied to the vesting of separate restricted stock unit grants awarded in earlier years to Kevin J. Khanna.

What was the reported price per FIFTH THIRD BANCORP (FITB) share for the withheld stock?

The withheld FIFTH THIRD BANCORP common shares were reported at a price of $52.86 per share. This price was used to value the tax-withholding dispositions associated with the vesting of restricted stock units granted to Kevin J. Khanna.

Were Kevin J. Khanna’s FIFTH THIRD BANCORP (FITB) transactions open-market sales?

No, the transactions were not open-market sales. They were reported as tax-withholding dispositions, meaning shares were withheld by the company to satisfy tax liabilities when restricted stock units vested.

Which awards triggered the FIFTH THIRD BANCORP (FITB) tax-withholding share dispositions?

The withholdings were triggered by vesting of restricted stock units granted on February 16, 2022, February 14, 2023, and February 14, 2024. Each vesting event resulted in FIFTH THIRD BANCORP shares being withheld for Kevin J. Khanna’s taxes.