Spence Timothy 4

What Happened

• Tim Spence, Chair, CEO & President of Fifth Third Bancorp (FITB), was granted two equity awards totaling 231,729 shares on February 18, 2026 (no cash paid). On the same date, 57,746 shares were withheld to cover taxes at an effective price of $52.86 per share, a withholding value of $3,052,454. The awards include restricted stock units (RSUs) that vest over three years and a performance share award that vested upon satisfaction of performance criteria on Feb 18, 2026.

Key Details

• Transaction dates and prices:
  • 2026-02-18: Award/Acquisition of 101,671 shares (RSUs) — $0 consideration.
  • 2026-02-18: Award/Acquisition of 130,058 shares (performance shares) — $0 consideration; performance award vested 2/18/2026.
  • 2026-02-18: Shares withheld for taxes (Disposition, code F) — 57,746 shares at $52.86 each; total withheld value $3,052,454.
• Net shares delivered from these awards after tax withholding: 231,729 − 57,746 = 173,983 shares.
• Shares owned after the reported transactions: Not disclosed in the Form 4.
• Notable footnotes:
  • RSUs vest in three equal annual installments beginning one year after grant.
  • Performance shares vested upon satisfaction of goals on 2/18/2026.
  • Grants were made under the company’s Incentive Compensation Plan with no cash consideration.
  • Withholding (code F) reflects shares retained to satisfy tax obligations upon vesting.
• Filing timeliness: Form filed 2026-02-19 reporting 2/18/2026 transactions — appears timely (no late filing indicated).

Context

• These transactions are grants/vestings (acquisitions) plus a routine tax-related disposition. The withheld shares are a common administrative step to cover tax liabilities when equity awards vest and do not by themselves indicate a market view. The performance award vested based on pre-established criteria; the RSUs will vest over the following two years (after the first installment), per the plan terms.