FARMER CURTIS C 4

What Happened
Curtis C. Farmer, Chairman, President & CEO of Comerica Inc. (CMA), reported dispositions on February 1, 2026 related to the company’s merger with Fifth Third Bancorp. The Form 4 lists a disposal of 487,088 Comerica common shares plus nine derivative/award-related dispositions (29,660; 24,400; 16,865; 20,410; 25,030; 6,700; 6,605; 4,935; 4,272), totaling 625,965 Comerica shares. The filing shows $0 cash proceeds because these were conversions/dispositions in connection with the merger — each Comerica share converted into 1.8663 shares of Fifth Third common stock. Using Fifth Third’s last-trade price of $50.22 before the Effective Time, the converted position equals roughly 1,168,238 Fifth Third shares (approx. $58.7 million).

Key Details

• Transaction date: February 1, 2026 (Effective Time of merger).
• Reported proceeds on Form 4: $0 (dispositions were part of the merger conversion, not open-market sales).
• Conversion ratio: 1.8663 Fifth Third shares per Comerica share (per merger agreement).
• Approximate post-conversion Fifth Third shares: ~1,168,238; implied value using $50.22 close: ~ $58.7M.
• Shares owned after transaction: Reporting person no longer beneficially owns any Comerica common stock (Footnote F3).
• Other notes: Equity awards and unexercised options were converted to Fifth Third awards or options per the merger agreement (F2, F4). Transactions exempt from Section 16(b) pursuant to Rule 16b‑3(e).
• Filing timeliness: Form 4 filed Feb 3, 2026 for a Feb 1 transaction (no late filing flag).

Context
These were dispositions tied to the corporate merger and share-conversion process — not open-market sales for cash. Derivative/award entries reflect conversion of existing equity awards and options into Fifth Third-equivalent awards or stock under the merger terms, rather than exercises or gifts.