Leonard James C. 4

What Happened
Leonard James, Chief Operating Officer of Fifth Third Bancorp (FITB), exercised/converted a derivative award that resulted in the issuance of 4,350 shares on 2026-02-12. The filing shows an exercise price/cost basis of $14.87 per share (total $64,685). To cover tax and/or exercise obligations, 2,137 shares were withheld/disposed at a reported value of $53.20 per share (total $113,688). Net shares delivered to Mr. James after withholding were 2,213 (4,350 − 2,137). This appears to be a routine exercise of compensation-related equity rather than an open-market purchase or sale for investment.

Key Details

• Transaction date: 2026-02-12 (Form 4 filed 2026-02-13 — timely filing).
• Exercised/conversion (code M): 4,350 shares at $14.87 (total $64,685).
• Tax/exercise withholding (code F): 2,137 shares withheld/disposed at $53.20 (total $113,688).
• Net shares received: 2,213 shares (4,350 gross − 2,137 withheld).
• Footnotes: F1 notes these were stock appreciation rights (SARs) with standard multi-year vesting; F2 indicates the grant was made under the Fifth Third Incentive Compensation Plan and no consideration was paid at grant.
• Shares owned after the transaction: Not specified in this Form 4.

Context

• This transaction reflects exercising a company compensation derivative (SARs/options) and using part of the issued shares to satisfy tax/exercise withholding — a common, routine practice that doesn’t necessarily signal a bullish or bearish view.
• The withheld shares were valued at the market price ($53.20) for tax purposes, different from the exercise basis ($14.87).
• Retail investors typically treat exercised awards with withholding as routine insider compensation activity rather than directional insider buying or selling.