Fifth Third Bancorp CEO Exercises SARs and Sells Modest Common Stock Position

Executive Summary

On October 30, 2026, Fifth Third Bancorp (NASDAQ: FITB) filed a Form 4 disclosing activity by Chair, CEO & President Timothy Spence across October 28–29, 2026. The filing primarily reflects the exercise of Stock Appreciation Rights (SARs), share withholdings for exercise/tax obligations, an open-market sale, and a charitable/bona fide gift.

Transaction Breakdown

1. SAR Exercises (Code M):

   • Exercised 26,829 SARs at an exercise price of $26.72.
   • Exercised 26,393 SARs at an exercise price of $29.64.
   • Total acquired: 53,222 shares.

2. Tax & Exercise Cost Withholding (Code F):

   • Withheld 19,126 shares and 19,642 shares (totaling 38,768 shares) at $53.47 per share to cover exercise costs and tax liabilities.

3. Open Market Sale (Code S):

   • Sold 8,257 shares of Common Stock on October 29, 2026, at an average price of $54.5001, generating approximately $450,007 in proceeds.

4. Gifting (Code G):

   • Gifted 4,620 shares on October 29, 2026.

Holdings Analysis

Following these transactions, Mr. Spence retains direct ownership of 601,369 shares of Fifth Third Bancorp common stock. The 8,257 shares sold represent approximately 1.35% of his post-transaction holdings, indicating strong retained alignment with shareholders.

Market & Insider Significance

This transaction carries Low informational significance. The activity is standard compensation management, dominated by expiring or maturing SAR exercises and net share settlements, with only a small portion liquidated via the open market.