Pinckney Nancy C. 4

What Happened

• Nancy C. Pinckney, Executive Vice President of Fifth Third Bancorp (FITB), received equity awards on February 18, 2026: 8,697 restricted stock units (RSUs) and 18,425 performance shares (awarded at $0 consideration). To cover taxes on the vested performance shares, 8,089 shares were withheld at an indicated value of $52.86 per share, totaling approximately $427,585 (reported as a disposition).

Key Details

• Transaction dates: February 18, 2026 (awards vested/received and shares withheld for taxes); filing date: February 19, 2026 (timely).
• Awarded/acquired: 8,697 RSUs (A) and 18,425 performance shares (A) at $0.00 (no cash paid).
• Disposed/withheld: 8,089 shares (F) withheld for taxes at $52.86 each, total ~$427,585.
• Shares owned after the transactions: not specified in the provided filing excerpt.
• Relevant footnotes:
  • F1: RSUs granted under the Incentive Compensation Plan; vest in three equal annual installments starting one year after grant.
  • F2: Grants made with no consideration paid.
  • F3: Performance shares vested upon satisfaction of performance criteria on Feb 18, 2026.
  • F4: Shares were withheld to satisfy tax withholding obligations (cashless withholding).
• Transaction codes: A = Award/Grant (acquisition), F = Tax withholding (disposition).

Context

• This filing reflects routine equity compensation vesting and tax-withholding, not an open-market sale. The withholding of shares to cover taxes is a common administrative step (cashless withholding) and does not necessarily indicate a change in the insider’s investment view.
• Performance shares vested because performance criteria were met; RSUs described are subject to multi-year vesting per the plan.