Bailey Corey R 4

What Happened
Corey R. Bailey, Executive Vice President of Comerica Inc. (CMA), recorded dispositions of a total of 53,485 Comerica common shares (including derivative awards) on February 1, 2026. The transactions are shown at $0 per share because they were dispositions to the issuer in connection with Comerica’s merger into Fifth Third Bancorp; each Comerica share was converted into 1.8663 shares of Fifth Third common stock. Using Fifth Third’s last trading-day closing price of $50.22, the converted position is roughly worth about $5.0 million.

Key Details

• Transaction date: February 1, 2026; Form 4 filed February 3, 2026 (timely filed).
• Reported dispositions: 44,230 shares (direct) plus 9,255 shares from derivative/equity award conversions, total 53,485 shares. All reported at $0.00 per share because they were converted in the merger.
• Conversion terms: Each Comerica share converted into 1.8663 shares of Fifth Third common stock (per Form 8‑K). Fifth Third closing price on the last trading day before the effective time: $50.22.
• Shares owned after transaction: The reporting person no longer beneficially owns any Comerica common stock (per footnote).
• Other notes: Equity awards and options were converted into equivalent Fifth Third awards or options per the merger agreement; transactions are exempt from Section 16(b) under Rule 16b‑3(e).

Context
These were not open‑market sales but corporate‑merger conversions—Comerica shares and related equity awards were converted/settled into Fifth Third securities under the merger agreement. For retail investors, this is a routine corporate action (disposition to the issuer due to a merger) rather than an insider selling into the market; the economic exposure continued as converted Fifth Third shares/options.