Herzog James J 4

What Happened

• James J. Herzog, Senior EVP and CFO of Comerica Inc., reported dispositions of a total of 131,478 Comerica common shares on Feb 1, 2026. The Form 4 shows $0 proceeds because these were dispositions in connection with Comerica’s merger into Fifth Third Bancorp (effective Feb 1, 2026).
• Under the merger, each Comerica share converted into 1.8663 shares of Fifth Third common stock. That conversion equals roughly 245,351 Fifth Third shares, which — using Fifth Third’s closing price of $50.22 on the last trading day before the merger — is about $12.3 million in market value.

Key Details

• Transaction date: February 1, 2026 (Effective Time: 12:01 a.m. ET). Form filed Feb 3, 2026.
• Reported dispositions on the Form 4: 86,569; 28,838; 905; 1,240; 4,820; 3,173; and 5,933 Comerica shares (total 131,478).
• Reported price per Comerica share: $0.00 on the Form 4 (reflects conversion/disposition in the merger). Fifth Third closing price used for value estimate: $50.22.
• Shares owned after transaction: reporting person no longer beneficially owns any Comerica common stock (per filing).
• Notable footnotes: (F1) transactions were dispositions in connection with the merger; (F2) equity awards converted into Fifth Third awards or stock; (F4) outstanding options converted into corresponding Fifth Third options and transactions are exempt from Section 16(b) under Rule 16b-3(e).
• Filing timeliness: Filed within normal Form 4 timing (no late filing indicated).

Context

• These are merger-driven conversions/dispositions, not open‑market sales or purchases. The $0 proceeds reporting is standard when shares are converted into another company’s stock under a merger.
• Several entries are derivative-related (converted equity awards/options). In plain terms: Comerica awards and unexercised options were converted into equivalent Fifth Third awards or options rather than representing a separate cash sale or a typical exercise-and-sell transaction.