Khanna Kevin J 4

What Happened

• Kevin J. Khanna, Executive Vice President of Fifth Third Bancorp (FITB), had 3,137 shares withheld to satisfy tax withholding obligations when restricted stock units (RSUs) vested. The company withheld shares (reported as dispositions) rather than an open-market sale.
• Breakdown: 1,136 shares @ $52.86 = $60,049 and 981 shares @ $52.86 = $51,856 (both dated 2026-02-14); 581 shares @ $52.86 = $30,712 and 439 shares @ $52.86 = $23,206 (both dated 2026-02-16). Combined proceeds: $165,823.

Key Details

• Transaction dates/price: Feb 14 & Feb 16, 2026 at $52.86 per share.
• Total shares withheld/disposed: 3,137; total value ≈ $165,823.
• Shares owned after the transactions: not specified in the provided filing excerpt.
• Footnotes: Shares were withheld for taxes on RSUs granted Feb 16, 2022 (F1), Feb 14, 2023 (F2), and Feb 14, 2024 (F3).
• Filing: Form 4 filed Feb 18, 2026; timing appears to meet Form 4 reporting rules (filed within the required business-day window).

Context

• These dispositions are tax-withholding actions tied to RSU vesting (routine). They are different from open-market sales and generally reflect employer withholding to cover tax liabilities rather than an independent decision to sell shares.
• This is an insider disposition for tax purposes and should be interpreted differently from discretionary sales or purchases; no inference about voting or investment intent should be drawn from tax withholding alone.