Fifth Third director receives 2,838-share stock grant

Heminger Gary R. reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Heminger Gary R. reported acquisition or exercise transactions in this Form 4 filing.

FIFTH THIRD BANCORP director Gary R. Heminger received an equity grant of 2,838 common shares. The award was granted at a price of $0.00 per share under the Fifth Third Bancorp Incentive Compensation Plan.

The footnotes explain these are restricted stock units that vest when his service on the Board of Directors ends, aligning compensation with long-term board tenure. After this grant, Heminger directly holds a total of 162,354 common shares.

Insider Trade Summary

Grant/Award: 2,838 shares

Grant/Award 1 txn

Insider Heminger Gary R.

Role Director

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

Holdings After Transaction: Common Stock — 162,354 shares (Direct)

Footnotes (2)

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.

Key Figures

Equity award size: 2,838 shares Grant price: $0.00 per share Total holdings after grant: 162,354 shares

3 metrics

Equity award size 2,838 shares Restricted stock unit grant on April 21, 2026

Grant price $0.00 per share Award under Fifth Third Bancorp Incentive Compensation Plan

Total holdings after grant 162,354 shares Common stock directly owned following the transaction

Key Terms

restricted stock units, Incentive Compensation Plan, vesting, Board of Directors

4 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.

vesting financial

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

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

Board of Directors financial

"cessation of the reporting person's service on the Board of Directors of the Issuer"

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.

FAQ

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

What did Fifth Third Bancorp (FITB) director Gary R. Heminger report on this Form 4?

Gary R. Heminger reported receiving 2,838 shares of Fifth Third Bancorp common stock as an equity award. The grant was made at $0.00 per share under the company’s Incentive Compensation Plan, increasing his directly held position to 162,354 shares after the transaction.

Was Gary R. Heminger’s FITB stock transaction a market purchase or sale?

The transaction was not a market purchase or sale; it was a grant classified as an acquisition. Heminger received 2,838 restricted stock units at no cost under the Incentive Compensation Plan, so no open-market buying or selling of Fifth Third Bancorp shares occurred here.

How large is Gary R. Heminger’s new equity award in Fifth Third Bancorp shares?

The equity award consists of 2,838 shares of Fifth Third Bancorp common stock. These were granted as restricted stock units with a transaction price of $0.00 per share, reflecting compensation rather than an investment outlay, and form part of his overall board-related equity holdings.

When do Gary R. Heminger’s newly granted restricted stock units in FITB vest?

The footnotes state the restricted stock units vest upon the cessation of Heminger’s service on Fifth Third Bancorp’s Board of Directors. This means the grant is tied to the duration of his board service, encouraging long-term alignment with the company and its shareholders.

What is Gary R. Heminger’s total Fifth Third Bancorp ownership after this Form 4 transaction?

After receiving the 2,838-share equity grant, Heminger directly holds 162,354 shares of Fifth Third Bancorp common stock. This total reflects his position following the reported award and indicates his ongoing equity stake as a member of the company’s Board of Directors.

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^*

Heminger Gary R.

(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)	162,354	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.

Remarks:

	/s/ Shaun Patsy, as Attorney-in-Fact for Gary R. Heminger	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)