Janssens Kristina E. 4

What happened
Kristina E. Janssens, Senior Executive Vice President and Chief Risk Officer of Comerica Inc., recorded dispositions of her Comerica holdings in connection with the company’s merger with Fifth Third Bancorp effective Feb 1, 2026. The Form 4 shows dispositions of 18,887 shares of Comerica common stock and 1,225 shares reported as a derivative disposition (total 20,112 shares). The report lists $0 cash proceeds because the shares were converted under the merger terms into Fifth Third common stock. Based on the disclosed conversion ratio (1.8663 Fifth Third shares per Comerica share) and Fifth Third’s prior close of $50.22, the resulting stock position had an implied market value of about $1.89 million.

Key details

• Transaction date: 2026-02-01 (Effective Time of the merger). Form 4 filed: 2026-02-03 (timely).
• Reported dispositions: 18,887 Comerica shares (direct) and 1,225 shares (derivative) — total 20,112 CMA shares. Reported sale/proceeds: $0 (conversion in merger).
• Conversion details (footnote): Each Comerica share converted into 1.8663 shares of Fifth Third common stock; Fifth Third close prior to Effective Time was $50.22/share.
• Shares owned after transaction: The reporting person no longer beneficially owns any Comerica common stock (post-merger).
• Other notes from filing: Outstanding equity awards and options were converted to Fifth Third awards or options per the merger agreement; transactions are exempt from Section 16(b) under Rule 16b-3(e).

Context
This was not an open-market sale but a corporate-action disposition tied to the merger—Comerica shares were converted into Fifth Third shares (and certain awards/options were converted accordingly). The Form 4 reports $0 proceeds because the transaction was an in-kind conversion; the implied market value above is an estimate to help investors gauge the economic size of the conversion. This filing appears timely and reflects routine post-merger conversion, not a discretionary sale.