Smith Barbara 4

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.