Shaffer Robert P 4

What Happened
Robert P. Shaffer, EVP and Chief Risk Officer of Fifth Third Bancorp (FITB), had a total of 3,099 shares withheld to cover tax liabilities when restricted stock units (RSUs) vested. The withholding consisted of 1,151 shares at $52.86 each (worth $60,842) from RSUs granted 2023-02-14, and 1,948 shares at $52.86 each (worth $102,971) from RSUs granted 2024-02-14 — combined value ~$163,813. This was tax withholding (code F), not an open-market sale.

Key Details

• Transaction date: 2026-02-14 (reported on Form 4 filed 2026-02-18) — filing appears timely.
• Prices & amounts: 1,151 shares @ $52.86 = $60,842; 1,948 shares @ $52.86 = $102,971; total 3,099 shares, ~$163,813.
• Shares owned after transaction: Not disclosed in this filing. Check company filings or prior Form 4 for total beneficial ownership.
• Footnotes: F1 = shares withheld for taxes on RSUs granted 2023-02-14; F2 = shares withheld for taxes on RSUs granted 2024-02-14.
• Transaction code: F (tax withholding upon vesting) — a routine administrative transaction.

Context
This was a cashless tax-withholding action associated with RSU vesting, which reduces vested shares to cover tax obligations. Such withholdings are administrative and do not necessarily signal buying or selling intent; they are different from voluntary open-market sales or purchases.