Hays Von E 4

What Happened

• Hays Von E, Comerica Sr. EVP & Chief Legal Officer, reported dispositions on 2026-02-01 totaling 53,339 Comerica common-share equivalents. The filing shows 47,161 issuer common shares and 6,178 shares from converted equity awards/derivatives (840, 1,085, 595, 1,220, 2,438).
• Each disposition is reported with $0 proceeds because the transactions were part of Comerica’s merger with Fifth Third (effective Feb 1, 2026). Under the merger terms each Comerica share converted into 1.8663 shares of Fifth Third; using Fifth Third’s last-trade close of $50.22, the implied value per Comerica share is about $93.73 and the total implied value is roughly $5.0 million.
• This is a disposition tied to a corporate transaction (merger), not a routine open-market sale by the insider.

Key Details

• Transaction date: February 1, 2026. Report filed Feb 3, 2026 (Form 4 accession 0001628280-26-005038).
• Reported price per Comerica share: $0 (disposition via merger conversion). Fifth Third close used for implied value: $50.22.
• Shares disposed: 47,161 common + 6,178 from converted awards = 53,339 total.
• Shares owned after transaction: Reporting person no longer beneficially owns any Comerica common stock (Footnote F3).
• Notable footnotes: (F1) conversion into 1.8663 Fifth Third shares per Comerica share; (F2) equity awards converted to Fifth Third awards or stock; (F4) options converted to corresponding Fifth Third options; transactions exempt from Section 16(b) per Rule 16b-3(e).
• Filing timeliness: No late-filing indication in the Form 4.

Context

• These dispositions reflect the merger mechanics (conversion into Fifth Third stock) rather than a market sale for cash. The Form 4 shows $0 proceeds because Comerica shares were converted under the merger agreement.
• Derivative/equity award entries indicate awards and unexercised options were converted into Fifth Third equity or stock; some converted instruments may now be subject to Fifth Third reporting. This does not by itself indicate insider sentiment about the combined company.