CRESPI MEGAN D. 4

What Happened

• Megan D. Crespi, Senior EVP & Chief Operating Officer of Comerica Inc., reported dispositions related to the company’s merger with Fifth Third Bancorp. The Form 4 shows seven dispositions on 2026-02-01 totaling 104,419 Comerica common shares. The Form 4 reports $0 per-share because these were dispositions in connection with the merger (shares converted into Fifth Third common stock under the merger terms).
• Using the merger conversion ratio (1.8663 Fifth Third shares per Comerica share) and Fifth Third’s last trading-day closing price of $50.22, the 104,419 Comerica shares equate to roughly 194,877 Fifth Third shares, with an implied value of about $9.8 million.

Key Details

• Transaction date: February 1, 2026 (Effective Time per merger footnote).
• Form 4 filed: February 3, 2026 (reporting the Feb 1 dispositions).
• Reported price on Form 4: $0.00 (dispositions due to merger conversion, not a cash sale).
• Total Comerica shares disposed: 104,419 (variously reported as direct and derivative dispositions on the form).
• Conversion: 1.8663 Fifth Third shares per Comerica share (merger term); Fifth Third close used: $50.22/share.
• Shares owned after transaction: The filer no longer beneficially owns any Comerica common stock (footnote F3).
• Other footnotes: equity awards converted to Fifth Third equity or stock (F2); outstanding options converted to corresponding Fifth Third options (F4); transactions are dispositions in connection with the merger and are exempt from Section 16(b) per Rule 16b-3(e).
• Timeliness: Filing does not indicate a late report.

Context

• These were merger-related conversions and not open-market sales. The $0 price on the Form 4 reflects that Comerica shares were converted into Fifth Third shares per the merger agreement, not that the shares had no value.
• Several line items are labeled as derivative dispositions—those represent converted equity awards/options rather than ordinary stock sales. Such corporate-action dispositions are routine in mergers and do not necessarily signal the insider’s trading sentiment.