CAO at Fifth Third (FITB) exercises rights and has tax shares withheld

Rhea-AI Filing Summary

FIFTH THIRD BANCORP Chief Accounting Officer Jeffrey A. Lopper exercised stock appreciation rights and had shares withheld for taxes. He exercised rights covering 3,835 shares of Common Stock at $18.11 per share, converting them into common shares. To cover tax obligations, 2,046 shares were disposed of at $50.34 per share through a tax-withholding mechanism rather than an open-market sale. After these transactions, he directly held 51,563 shares of Fifth Third common stock, and the underlying stock appreciation rights were fully exercised.

Insider Trade Summary

3,835 shares exercised/converted

Mixed 3 txns

Insider Lopper Jeffrey A

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise	Stock Appreciation Rights	3,835	$0.00	--
Exercise	Common Stock	3,835	$18.11	$69K
Tax Withholding	Common Stock	2,046	$50.34	$103K

Holdings After Transaction: Stock Appreciation Rights — 0 shares (Direct, null); Common Stock — 53,609 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares exercised: 3,835 shares Exercise price: $18.11 per share Tax-withheld shares: 2,046 shares +2 more

5 metrics

Shares exercised 3,835 shares Stock appreciation rights converted into common stock on April 17, 2026

Exercise price $18.11 per share Exercise price for stock appreciation rights

Tax-withheld shares 2,046 shares Shares disposed of to cover tax liabilities at $50.34 per share

Post-transaction holdings 51,563 shares Directly owned FIFTH THIRD BANCORP common stock after transactions

Derivative position remaining 0 stock appreciation rights This grant fully exercised; no remaining rights from it

Key Terms

Stock Appreciation Rights, tax-withholding disposition, derivative security, exercise price

4 terms

Stock Appreciation Rights financial

"Stock Appreciation Rights are exercisable in fourths beginning on the first anniversary"

Stock appreciation rights (SARs) are a form of employee compensation that give the holder the right to receive the increase in a company's stock price over a set baseline, paid in cash or shares, without having to buy the stock. For investors, SARs matter because they can create future cash outflows or share dilution and signal how a company rewards and motivates executives — similar to giving a bonus tied directly to how well the company’s stock performs.

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" for 2,046.0000 shares"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative security financial

"transaction_code_description: "Exercise or conversion of derivative security""

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

exercise price financial

"conversion_or_exercise_price: "18.1100""

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

Form 4 Insider Transactions: What Each Field Means →

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^*

Lopper Jeffrey 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/17/2026

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	04/17/2026		M		3,835	A	$18.11	53,609	D
Common Stock	04/17/2026		F		2,046	D	$50.34	51,563	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
Stock Appreciation Rights	$18.11	04/17/2026		M			3,835	04/19/2016(1)	04/19/2026	Common Stock	3,835	$0	0	D

Explanation of Responses:

1. Indicates grant date. Stock appreciation rights are exercisable in fourths beginning on the first anniversary of the grant date with one-fourth of the total grant vesting annually over a four-year period.

Remarks:

	/s/ Shaun Patsy, as Attorney-in-Fact for Jeffrey A. Lopper	04/21/2026
	** 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)

FAQ

What did FITB executive Jeffrey A. Lopper do in this Form 4 filing?

Jeffrey A. Lopper, Chief Accounting Officer of FIFTH THIRD BANCORP, exercised stock appreciation rights for 3,835 common shares and had 2,046 shares withheld to pay taxes. These actions increased his direct share ownership while settling related tax obligations.

How many Fifth Third (FITB) shares did the CAO acquire and at what price?

He exercised stock appreciation rights tied to 3,835 FIFTH THIRD BANCORP common shares at $18.11 per share. This derivative exercise converted previously granted rights into actual stock, reflecting compensation earned over time rather than an open-market purchase.

Why were 2,046 FITB shares disposed of in Jeffrey Lopper’s Form 4?

The 2,046 FIFTH THIRD BANCORP shares were disposed of at $50.34 per share to cover tax liabilities associated with the stock appreciation rights exercise. This tax-withholding disposition is a common, non-market mechanism and not an open-market sale decision.

How many FITB shares does the CAO hold after these transactions?

Following the exercise and tax-withholding disposition, Jeffrey A. Lopper directly holds 51,563 shares of FIFTH THIRD BANCORP common stock. This figure reflects his updated ownership after converting stock appreciation rights and settling related tax obligations in shares.

What happened to the stock appreciation rights reported in this FITB Form 4?

Stock appreciation rights covering 3,835 underlying common shares were fully exercised, leaving zero remaining rights from this grant. The rights had a grant-related exercise price of $18.11 and were part of an award that vested in annual installments over four years.