Shaffer Robert P 4

What Happened Robert P. Shaffer, Executive Vice President and Chief Risk Officer of Fifth Third Bancorp (FITB), received equity awards on 2026-02-18: 19,328 restricted stock units (RSUs) and 23,844 performance shares (both reported as acquisitions at $0). As part of the vesting, 10,468 shares were withheld to cover taxes and reported as a disposition at $52.86 per share, totaling $553,338.

Key Details

• Transaction date: 2026-02-18 (Form 4 filed 2026-02-19).
• Awards: 19,328 RSUs (grant) and 23,844 performance shares (grant) — both reported with acquisition code A, no cash paid.
• Tax withholding: 10,468 shares withheld (code F) at $52.86 each = $553,338 withheld value.
• Vesting/terms: RSUs vest in three equal annual installments beginning on the first anniversary of the grant (footnote F1). Performance shares vested upon satisfaction of criteria on 2/18/2026 (footnote F3). Footnote F4 confirms shares were withheld to satisfy tax withholding.
• Shares owned after the transaction: not specified in the provided filing.
• Timeliness: Form filed the next day (appears timely); no late filing indicated.

Context

• The acquisition entries are awards (not open-market purchases), so they represent compensation and future alignment with shareholders rather than a personal cash purchase signal.
• The 10,468-share disposition was a routine tax-withholding event on vesting (not an open-market sale), common when equity awards vest or settle.
• For retail investors, awards increase the insider's vested stake over time but tax-withholding disposals are administrative and should not be interpreted as a directional bet on the stock.