Gibson Kala 4

What Happened

• Gibson Kala, Executive Vice President of Fifth Third Bancorp (FITB), had restricted stock units (RSUs) vest on February 14, 2026 and had a total of 1,230 shares withheld to cover tax obligations. The withholding consisted of 520 shares (from a Feb 14, 2023 grant) and 710 shares (from a Feb 14, 2024 grant) at a reported price of $52.86 per share, resulting in amounts of $27,487 and $37,531 respectively (total ≈ $65,018).
• This was a tax-withholding disposition (transaction code F), not an open-market sale or purchase — a routine administrative action when RSUs vest.

Key Details

• Transaction dates and prices:
  • 2026-02-14: 520 shares withheld @ $52.86 = $27,487 (related to 2/14/2023 RSU grant)
  • 2026-02-14: 710 shares withheld @ $52.86 = $37,531 (related to 2/14/2024 RSU grant)
• Total shares withheld: 1,230; total value ≈ $65,018.
• Shares owned after transaction: Not disclosed in this Form 4.
• Footnotes:
  • F1: Withheld shares relate to RSUs granted 02/14/2023.
  • F2: Withheld shares relate to RSUs granted 02/14/2024.
• Filing timeliness: Report filed 2026-02-18 for transactions on 2026-02-14; filing appears timely within the two-business-day SEC Form 4 window (Feb 16 was a market holiday).

Context

• Tax withholding on RSU vesting is a routine administrative disposition used to satisfy tax obligations; it does not necessarily indicate an insider choosing to sell shares for investment reasons.
• This transaction is not a purchase (which investors often view as a stronger signal) and should be interpreted as standard compensation-related withholding rather than a directional bet on the stock.