Preston Bryan D. 4

What Happened Bryan D. Preston, Chief Financial Officer of Fifth Third Bancorp (FITB), had shares withheld to cover tax liabilities when restricted stock units (RSUs) vested. Two withholding transactions on Feb 14, 2026: 520 shares withheld at $52.86 each ($27,487) and 1,216 shares withheld at $52.86 each ($64,278), for a combined 1,736 shares and roughly $91,765. These were tax-withholding dispositions (transaction code F), not open-market sales.

Key Details

• Transaction date: February 14, 2026; Report filed: February 18, 2026.
• Price(s): $52.86 per share for both withholdings.
• Shares withheld/disposed: 520 shares ($27,487) and 1,216 shares ($64,278); total 1,736 shares (~$91,765).
• Shares owned after transaction: Not specified in this filing.
• Footnotes: F1 = shares withheld for taxes on RSUs granted Feb 14, 2023; F2 = shares withheld for taxes on RSUs granted Feb 14, 2024.
• Transaction code: F (payment of exercise price or tax liability / shares withheld).
• Filing timeliness: Form 4 filed Feb 18, 2026 reporting Feb 14 transactions; the filing shows the report date but does not indicate any special plan (e.g., 10b5‑1) or a late-filing notation.

Context Withholding shares to cover taxes on vested RSUs is a routine administrative action (a “sell-to-cover”/withholding) and generally does not signal a CEO/CFO decision to sell stock for investment reasons. This differs from an open-market sale or a planned disposition and should be viewed as a tax-related transaction rather than a directional insider bet.