Fifth Third Bancorp filings document bank holding company disclosures for common stock and depositary shares representing interests in non-cumulative perpetual preferred stock listed on Nasdaq. Form 8-K reports cover operating and financial results, Regulation FD presentations, annual meeting votes, governance and officer matters, material agreements, and exchange offers and consent solicitations involving assumed notes after the completed Comerica merger into Fifth Third Financial Corporation.
Proxy materials address board elections, shareholder voting matters, executive compensation, governance practices, and other annual meeting proposals. The filing record also discloses capital structure, senior notes, preferred-stock series, and formal reporting categories relevant to Fifth Third Bank and its parent company.
Fifth Third Bancorp executive reports stock awards and tax withholding. EVP and Chief Risk Officer Robert P. Shaffer received two grants of common stock on February 18, 2026, totaling 19,328 and 23,844 shares, as awards under the Fifth Third Bancorp Incentive Compensation Plan with no cash paid. Some of these awards are restricted stock units that vest in three equal annual installments beginning one year after grant, and a performance share award that vests on February 18, 2026. On the same date, 10,468 shares were withheld at $52.86 per share to cover taxes upon the vesting of performance shares. After these transactions, Shaffer directly holds 228,931 shares of Fifth Third common stock.
Fifth Third Bancorp granted equity compensation to a senior executive. EVP & Head of Regional Banking Darren J. King acquired 14,496 shares of common stock on a grant/award basis, with no cash consideration paid.
The award consists of Restricted Stock Units granted under the Fifth Third Bancorp Incentive Compensation Plan. These RSUs are scheduled to vest in three equal annual installments, beginning on the first anniversary of the grant date, aligning the executive’s compensation with long-term company performance.
FIFTH THIRD BANCORP Chair, CEO & President Timothy Spence reported equity compensation awards in the form of common stock. He acquired 101,671 shares and 130,058 shares at no cost as grants under the Fifth Third Bancorp Incentive Compensation Plan, including restricted stock units and performance shares subject to vesting conditions.
The filing also shows a disposition of 57,746 shares at $52.86 per share, with the shares withheld to cover taxes upon the vesting of performance shares previously granted. After these transactions, his directly held common stock balances increased as reflected in the reported post-transaction share totals.
Fifth Third Bancorp EVP & Chief Operating Officer James C. Leonard reported equity compensation awards and related tax withholding in common stock. He acquired 27,683 restricted stock units that vest in three equal annual installments starting one year after the grant, and 37,934 performance shares granted upon satisfaction of performance criteria, scheduled to vest on February 18, 2026. Both awards were granted under the company’s Incentive Compensation Plan for no cash consideration. To cover taxes upon vesting of performance shares, 16,654 shares were withheld at a price of $52.86 per share. After these transactions, he directly owned 291,383 common shares.
FIFTH THIRD BANCORP Chief Financial Officer Bryan D. Preston reported equity compensation transactions in company common stock. He acquired 20,133 shares and 9,755 shares on a grant basis at $0.00 per share under the Fifth Third Bancorp Incentive Compensation Plan.
The 20,133-share award consists of Restricted Stock Units that vest in three equal annual installments beginning on the first anniversary of the grant date. The 9,755-share performance award was received upon satisfaction of performance criteria and is subject to vesting on February 18, 2026.
To cover taxes upon vesting of performance shares, 4,283 shares were withheld at $52.86 per share as a tax-withholding disposition. Following these transactions, Preston directly owned 101,291.3081 shares of Fifth Third Bancorp common stock.
FIFTH THIRD BANCORP executive Christian Gonzalez reported an equity award under the company’s incentive plan. On February 18, 2026, he acquired 6,765 shares of common stock in the form of restricted stock units at a stated price of $0.00 per share, with no consideration paid.
The restricted stock units were granted pursuant to the Fifth Third Bancorp Incentive Compensation Plan and are scheduled to vest in three equal annual installments beginning on the first anniversary of the grant date. Following this award, his directly owned common stock holdings increased to 12,483 shares.
FIFTH THIRD BANCORP executive Jude Schramm reported stock-based awards and related tax withholding. On February 18, he acquired 14,496 shares of common stock as a grant under the Fifth Third Bancorp Incentive Compensation Plan, subject to vesting in three equal annual installments beginning one year after the grant date.
He also acquired an additional 21,677 shares as a performance share award received upon satisfaction of performance criteria, subject to vesting on February 18, 2026, with no consideration paid for these awards. In a separate transaction the same day, 9,517 shares at $52.86 per share were withheld to cover taxes upon the vesting of performance shares, reducing his directly held common stock to 153,806 shares.
Fifth Third Bancorp EVP Kala Gibson reported equity awards and related tax withholding in common stock. On February 18, 2026, Gibson acquired 6,765 restricted stock units and 9,755 performance share awards at no cost under the Fifth Third Bancorp Incentive Compensation Plan.
The restricted stock units vest in three equal annual installments beginning on the first anniversary of the grant date, while the performance share award is subject to vesting on February 18, 2026 after meeting performance criteria. To cover taxes on vested performance shares, 4,283 shares were withheld at a price of $52.86 per share, leaving Gibson with 62,300 directly owned shares.
Fifth Third Bancorp executive Nancy C. Pinckney reported tax-withholding dispositions of common stock tied to vesting restricted stock units. On February 14, she surrendered 937 shares at $52.86 per share and a further 877 shares at the same price to satisfy tax obligations.
Footnotes explain these shares were withheld for taxes upon vesting of restricted stock units granted in 2023 and 2014, and that her holdings also reflect additional units from dividend reinvestments. After these transactions, she directly owned 79,261.709 shares of Fifth Third Bancorp common stock.
Fifth Third Bancorp Chair, CEO & President Timothy Spence reported several equity transactions in company stock. He sold 3,420 shares of common stock in an open-market sale at $54.055 per share, leaving him with 435,342 directly held shares after this trade.
On a prior date, he exercised 15,887 stock appreciation rights, converting them into 15,887 common shares at a stated exercise price of $33.17 per share. Separate transactions show 6,612, 9,873 and 12,467 shares of common stock withheld to cover tax obligations upon the vesting of restricted stock units granted in 2023 and 2024, consistent with tax-withholding dispositions rather than open-market sales.