Smith Barbara 4
4 · FIFTH THIRD BANCORP · Filed Feb 4, 2026
Research Summary
AI-generated summary of this filing
Fifth Third (FITB) Director Barbara Smith Receives 40,498 Shares
What Happened
- Barbara Smith, a director of Fifth Third Bancorp (FITB), was granted/received a total of 40,498 FITB shares on Feb 2, 2026. This consists of 39,886 shares received in exchange for 21,372 Comerica (CMA) shares as part of the CMA merger, plus 612 restricted stock units (RSUs) granted under the FITB Incentive Compensation Plan. The 39,886 exchange shares are reported with price “N/A”; the 612 RSUs are reported at $0.00. The filings indicate no cash consideration paid for the grants.
Key Details
- Transaction date: 2026-02-02; Form 4 filed: 2026-02-04 (appears timely).
- Items reported:
- 39,886 shares acquired via merger exchange (Footnote F1: 21,372 CMA shares converted at the merger ratio of 1.8663 CMA→FITB; cash paid for fractional shares per merger terms).
- 612 RSUs granted (Footnotes F2 & F3: RSUs under Fifth Third Incentive Plan, no consideration paid; RSUs vest upon cessation of board service).
- Price reported: 39,886 shares — N/A; 612 RSUs — $0.00.
- Shares owned after transaction: not specified in the provided excerpt.
- Filing status: filed two days after the transaction date; no late-filing indicator provided.
Context
- The larger lot (39,886 shares) reflects a merger conversion of previously held Comerica shares, not an open-market purchase or sale. The 612 RSUs are compensation-style awards that vest under specified conditions (here, upon cessation of board service), so they are not immediately marketable shares. These are recorded as awards/acquisitions (transaction code A), not sales.
Insider Transaction Report
Form 4
Smith Barbara
Director
Transactions
- Award
Common Stock
[F1]2026-02-02+39,886→ 39,886 total - Award
Common Stock
[F2][F3]2026-02-02+612→ 40,498 total
Footnotes (3)
- [F1]Received in exchange for 21,372 shares of Comerica Incorporated ("CMA") in connection with the merger of CMA and a wholly owned subsidiary of CMA with and into a wholly owned subsidiary of Fifth Third Bancorp ("FITB"). Pursuant to the merger agreement by and among FITB, CMA and the other parties thereto, holders of CMA common stock had the right to receive, for each share of CMA common stock held immediately prior to the effective time of the merger, 1.8663 shares of common stock of FITB and cash in lieu of any fractional shares, at such price in accordance with the terms of the merger agreement.
- [F2]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.
- [F3]Granted pursuant to Fifth Third Bancorp Incentive Compensation Plan. No consideration paid.
Signature
Stephanie Meade, as Attorney-in-Fact for Barbara Smith|2026-02-04