Preston Bryan D. 4

What Happened
Preston Bryan D., CFO of Fifth Third Bancorp (FITB), was granted a total of 29,888 shares on February 18, 2026 — 20,133 restricted stock units (RSUs) and 9,755 performance shares — and 4,283 shares were withheld to satisfy tax liabilities (disposition). The withheld shares were recorded as a disposal at $52.86 per share, equal to approximately $226,399. The grants are recorded as acquisitions at $0 because they are awards, not purchases.

Key Details

• Transaction date: February 18, 2026; Form 4 filed February 19, 2026 (timely filing).
• Grants: 20,133 RSUs (A) and 9,755 performance shares (A), both reported with acquisition price $0.
• Tax withholding: 4,283 shares disposed (F) at $52.86 per share, totaling ~$226,399.
• Net shares issued to the insider after withholding: 25,605 shares (29,888 granted − 4,283 withheld).
• Shares owned after transaction: Not disclosed in the filing.
• Footnotes of note:
  • RSUs vest in three equal annual installments beginning one year after grant (F1).
  • Performance shares vested upon satisfaction of performance criteria on 2/18/2026 (F3).
  • Shares were withheld to cover taxes upon vesting (F4).
• Transaction codes: A = award/grant (acquisition); F = shares withheld for taxes (disposition).

Context
This filing reflects compensation-related equity awards and routine tax withholding on vesting, not an open-market sale or purchase. The disposal (code F) represents shares retained by the company to pay the employee’s tax withholding obligation — a common administrative action that does not necessarily signal a change in insider sentiment.