Pinckney Nancy C. 4

What Happened

• Nancy C. Pinckney, Executive Vice President of Fifth Third Bancorp (FITB), had a total of 1,814 shares withheld to cover tax obligations when restricted stock units (RSUs) vested on Feb 14, 2026. The withholding occurred as two dispositions: 937 shares at $52.86 each ($49,530) and 877 shares at $52.86 each ($46,358), for a combined value of about $95,888.
• This was a routine tax-withholding event tied to RSU vesting (disposition code F), not an open-market sale or a new purchase.

Key Details

• Transaction date: Feb 14, 2026; Filing date (Form 4): Feb 18, 2026 (timely based on two business-day rule given the Feb 16 holiday).
• Prices: $52.86 per share for both withholding dispositions.
• Shares withheld: 937 and 877 (total 1,814); total value ≈ $95,888.
• Footnotes from the filing:
  • F1: Shares withheld for taxes upon vesting of RSUs granted Feb 14, 2023.
  • F3: Shares withheld for taxes upon vesting of RSUs granted Feb 14, 2014.
  • F2: Includes additional RSUs acquired via dividend reinvestment since last report.
• Shares owned after the transaction are not shown in the excerpt provided.

Context

• Withholding shares to pay taxes on vested RSUs is common and generally considered a routine administrative action rather than a signal of insider sentiment. This was not an active market sale or a purchase; the company withheld shares to satisfy tax obligations at vesting.
• No 10b5-1 plan, gift, or option-exercise-for-cash sale was reported in the provided entries.