Leonard James C. 4

What Happened
James C. Leonard, Chief Operating Officer of Fifth Third Bancorp (FITB), received two equity awards on 2026-02-18 totaling 65,617 shares (27,683 and 37,934 shares) at no cash cost. On the same date 16,654 shares were withheld (disposed) to satisfy tax withholding obligations at $52.86 per share, a withholding value of about $880,330. These transactions reflect equity awards/vesting and routine tax withholding rather than an open-market sale or purchase.

Key Details

• Transaction date: 2026-02-18 (Form filed 2026-02-19 — timely).
• Awards: 27,683 shares (granted as RSUs subject to 3‑year vesting in equal annual installments) and 37,934 shares (performance shares that vested on 2026-02-18). No cash was paid for the awards.
• Tax withholding/disposition: 16,654 shares withheld to cover taxes at $52.86/share = $880,330 (reported as code F).
• Shares owned after the transactions: not specified in the provided filing excerpt.
• Footnotes of note: RSUs vest over three years; the performance award vested upon meeting performance criteria on 2/18/2026; shares were withheld to cover tax liability.

Context and investor takeaway: This filing records compensation-related awards and routine tax withholding on vesting. Awards (A) are not the same as purchases — they increase equity exposure for the executive but do not signal open-market buying. The withheld shares reduce the net shares the insider receives and are a common administrative step when equity vests.