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FIFTH THIRD BANCORP (FITB) director receives 2,838-share stock award

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Rogers Kathleen A reported acquisition or exercise transactions in this Form 4 filing.

FIFTH THIRD BANCORP director Kathleen A. Rogers received a grant of 2,838 shares of Common Stock as a stock award. The award was granted at a price of $0.00 per share under the Fifth Third Bancorp Incentive Compensation Plan.

The filing notes these are restricted stock units that vest when her service on the Board of Directors ends, and that no consideration was paid for the grant. After this award and dividend reinvestments, her direct holdings total 16,256.423 shares of Common Stock.

Positive

  • None.

Negative

  • None.
Insider Rogers Kathleen A
Role null
Type Security Shares Price Value
Grant/Award Common Stock 2,838 $0.00 --
Holdings After Transaction: Common Stock — 16,256.423 shares (Direct, null)
Footnotes (1)
  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. Includes additional restricted stock units acquired pursuant to dividend reinvestments since the date of the reporting person's last ownership report.
Stock award size 2,838 shares Restricted stock units granted on 2026-04-21
Grant price $0.00 per share Compensation grant under Incentive Compensation Plan
Post-transaction holdings 16,256.423 shares Total Common Stock directly held after grant
Acquire transactions 1 transaction Non-derivative acquisition in this Form 4
Restricted stock units financial
"Restricted stock units granted pursuant to Fifth Third Bancorp Incentive Compensation Plan subject to vesting"
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
"Restricted stock units 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 since the date"
Grant, award, or other acquisition financial
"transaction_code_description: Grant, award, or other acquisition"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Rogers Kathleen A
(Last)(First)(Middle)
38 FOUNTAIN SQUARE PLAZA
(Street)
CINCINNATI OHIO 45202
(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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock04/21/2026A2,838(1)A$0(2)16,256.423(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 Kathleen A. Rogers04/23/2026
** Signature of Reporting PersonDate
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 insider transaction did FIFTH THIRD BANCORP (FITB) report for Kathleen A. Rogers?

FIFTH THIRD BANCORP reported that director Kathleen A. Rogers received 2,838 shares of Common Stock as a stock award. The shares were granted at $0.00 per share under the company’s Incentive Compensation Plan as a non-cash compensation grant, not an open-market purchase.

How many FIFTH THIRD BANCORP shares does Kathleen A. Rogers now hold after this Form 4?

After the reported grant, Kathleen A. Rogers directly holds 16,256.423 shares of FIFTH THIRD BANCORP Common Stock. This figure includes the newly granted 2,838 restricted stock units and additional units accumulated through dividend reinvestments since her prior ownership report.

Was cash paid for the 2,838-share award reported by FIFTH THIRD BANCORP (FITB)?

No cash was paid for the 2,838-share award to Kathleen A. Rogers. The footnotes state the shares were granted pursuant to the Fifth Third Bancorp Incentive Compensation Plan, with no consideration paid, meaning this was a compensation-related equity grant rather than a market transaction.

How do the restricted stock units for Kathleen A. Rogers at FIFTH THIRD BANCORP vest?

The restricted stock units granted to Kathleen A. Rogers vest when her service on FIFTH THIRD BANCORP’s Board of Directors ceases. Until that vesting event, they remain subject to plan terms, including restrictions tied to her continued board service and the company’s Incentive Compensation Plan provisions.

What do the dividend reinvestment footnotes mean in the FIFTH THIRD BANCORP Form 4?

The Form 4 notes that Rogers’ total includes extra restricted stock units from dividend reinvestments since her last report. Instead of receiving cash dividends, those amounts were used to acquire additional units, modestly increasing her reported equity position over time through automatic reinvestment.