Mitchell Bruce 4

What Happened

• Mitchell Bruce, Executive Vice President of Comerica Inc. (CMA), reported dispositions on 2026-02-01 related to the company’s merger with Fifth Third Bancorp. The Form 4 shows multiple dispositions (one open-amount and several derivative items) totaling 41,346 Comerica shares; each line reports $0 proceeds because the transactions were effectuated in connection with the merger.
• Under the merger terms, each Comerica share converted into 1.8663 shares of Fifth Third common stock. The 41,346 Comerica shares therefore converted into approximately 77,164 Fifth Third shares. Using Fifth Third’s last-trading-day pre-merger closing price of $50.22, that conversion is roughly $3.88 million in market value (approximate).

Key Details

• Transaction date: February 1, 2026 (Effective Time of the merger). Form filed: February 3, 2026 (Period of Report: 2026-02-01).
• Reported disposals (per Form 4): 33,545; 998; 558; 1,660; 2,015; and 2,570 Comerica shares — total 41,346 shares. Each line shows $0 because shares were disposed/converted in the merger.
• Conversion ratio: 1.8663 Fifth Third shares per Comerica share. Fifth Third closing price on last trading day pre-merger: $50.22.
• Shares owned after transaction: Reporting person no longer beneficially owns any Comerica common stock (per footnote).
• Derivative items: Several entries were derivative-equity conversions (awards/options) converted to Fifth Third equivalents or stock per the merger agreement.
• Exemptions/notes: Transactions were in connection with the merger (see Form 8-K disclosure). Option conversions and equity award treatment followed the merger agreement; transactions are exempt from Section 16(b) pursuant to Rule 16b-3(e).
• Filing timeliness: No late-filing indication on the Form 4.

Context

• These entries are corporate-action dispositions tied to the Comerica–Fifth Third merger (not open-market sales). Equity awards and unexercised options were converted to Fifth Third awards or stock per the merger agreement. Such merger-related conversions are routine and reflect the deal mechanics rather than an insider-initiated sale.