CARR JAMES MCGREGOR 4

What Happened
James M. Carr, Executive Vice President of Comerica Inc., reported dispositions totaling 56,434 shares of Comerica common stock on Feb 1, 2026. The Form 4 shows five disposition entries (43,414 common shares and four derivative-related dispositions of 3,930; 2,510; 3,050; and 3,530 shares). Each disposition is reported at $0.00 because the transactions were effectuated as part of Comerica’s merger with Fifth Third Bancorp (the “Effective Time” was Feb 1, 2026). Under the merger terms, each Comerica share converted into 1.8663 shares of Fifth Third common stock; using Fifth Third’s last close of $50.22, the converted holding equates to roughly 105,323 Fifth Third shares, implying an approximate value of $5.29 million. The reporting person no longer beneficially owns any Comerica common stock following the merger.

Key Details

• Transaction date: 2026-02-01 (Effective Time of the merger). Form 4 filed 2026-02-03.
• Reported price: $0.00 per Comerica share on the Form 4 (disposition by conversion in merger).
• Shares disposed: total 56,434 Comerica shares (43,414 + 3,930 + 2,510 + 3,050 + 3,530).
• Post-transaction Comerica ownership: 0 shares (reporting person no longer owns Comerica common stock; equity awards/options converted).
• Merger conversion: 1 Comerica share → 1.8663 Fifth Third shares (per Form 8‑K disclosure).
• Implied value (using Fifth Third close $50.22): ~105,323 Fifth Third shares ≈ $5.29M (rounded).
• Footnotes: (F1–F4) confirm these were dispositions in connection with the merger, equity awards/options converted to Fifth Third awards or stock, and transactions are exempt from Section 16(b) under Rule 16b‑3(e).
• Filing timeliness: Form 4 filed Feb 3, 2026; no indication in the filing that it was late.

Context

• These were corporate-merger conversions and not open-market sales; the Form 4 lists $0 proceeds because Comerica shares were converted into Fifth Third stock or converted awards/options per the merger agreement.
• Derivative/option items were converted into corresponding Fifth Third equity awards or options (per the merger agreement), so exercise/sale mechanics typical of cashless exercises do not apply here.
• Such merger-driven dispositions reflect corporate action (transaction mechanics), not necessarily an insider decision to buy or sell for personal reasons.