FIFTH THIRD BANCORP·4

Feb 4, 4:06 PM ET

Van de Ven Michael G 4

4 · FIFTH THIRD BANCORP · Filed Feb 4, 2026

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Fifth Third (FITB) Director Michael G. Van de Ven Receives 47,972 Shares

What Happened Michael G. Van de Ven, a director of Fifth Third Bancorp (FITB), was awarded/acquired a total of 47,972 shares on February 2, 2026. The transaction breaks down into 38,029 shares and 9,331 shares issued in exchange for Comerica (CMA) shares as part of the FITB–CMA merger conversion, plus 612 restricted stock units/awarded shares granted under Fifth Third’s incentive plan (612 reported at $0.00 consideration). The Form 4 was filed on February 4, 2026.

Key Details

  • Transaction date: 2026-02-02; Form 4 filed: 2026-02-04 (appears timely within the two-business-day window).
  • Shares received: 38,029 and 9,331 (merger conversions); 612 RSUs/awarded shares (reported at $0.00).
  • Total shares received: 47,972.
  • Consideration: merger-converted shares reflect share-exchange value per merger terms (no open-market price listed); 612 shares reported at $0.00 (no cash paid).
  • Footnotes of note:
    • F1/F4: 38,029 and 9,331 shares were issued in exchange for 20,377 and 5,000 Comerica shares, respectively, at the merger conversion ratio of 1.8663 FITB shares per CMA share (cash in lieu for fractional shares).
    • F2: RSUs granted are subject to vesting upon cessation of board service.
    • F3: Grants were made under the company’s incentive plan; no consideration paid.
  • Shares owned after the transaction: not specified in the provided filing excerpt.

Context These transactions are awards and merger share conversions (transaction code A), not open-market purchases or sales. Merger conversions simply exchange Comerica shares for FITB shares per the agreed ratio and are routine in M&A closings; RSU awards are compensation tied to board service and vesting conditions, and do not necessarily signal the director’s personal market view. No sales or option exercises are reported in this filing.

Insider Transaction Report

Form 4
Period: 2026-02-02
Transactions
  • Award

    Common Stock

    [F1]
    2026-02-02+38,02938,029 total
  • Award

    Common Stock

    [F2][F3]
    2026-02-02+61238,641 total
  • Award

    Common Stock

    [F4]
    2026-02-02+9,3319,331 total(indirect: By Trust)
Footnotes (4)
  • [F1]Received in exchange for 20,377 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.
  • [F4]Received in exchange for 5,000 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.
Signature
Stephanie Meade, as Attorney-in-Fact for Michael G. Van de Ven|2026-02-04

Documents

1 file
  • 4
    wk-form4_1770239204.xmlPrimary

    FORM 4