Ortiz Mauricio A 4

What Happened

• Mauricio A. Ortiz, EVP & Chief Accounting Officer of Comerica Inc., reported dispositions of 29,988 Comerica common shares on 2026-02-01 in connection with Comerica's merger with Fifth Third Bancorp. The Form 4 shows $0.00 per-share consideration because Comerica shares were converted into Fifth Third common stock at the merger effective time.
• Using the merger conversion ratio (1.8663 Fifth Third shares per Comerica share) and Fifth Third's last pre-closing share price ($50.22), the 29,988 Comerica shares converted into roughly 55,967 Fifth Third shares, with an implied market value of approximately $2.81 million.

Key Details

• Transaction date: 2026-02-01. Report filed: 2026-02-03 (Form 4).
• Reported consideration for Comerica shares: $0.00 (dispositions due to merger conversion).
• Conversion ratio: 1.8663 Fifth Third shares per Comerica share (per filing footnote).
• Fifth Third closing price (last trading day before effective time): $50.22 — used to estimate implied value ~ $2.81M.
• Shares disposed (Comerica): 26,320 + 960 + 325 + 815 + 1,568 = 29,988 total (several entries reflect derivative-equity award conversions).
• Shares owned after transaction: reporting person no longer beneficially owns any Comerica common stock (per filing).
• Notable footnotes: equity awards and unexercised options were converted to Fifth Third awards or Fifth Third common stock per the merger agreement; transactions are exempt from Section 16(b) under Rule 16b-3(e).

Context

• These were merger-related conversions, not open-market sales — the $0 per-share in the filing reflects conversion into Fifth Third shares rather than cash proceeds. Equity awards and options were similarly converted or replaced under the merger agreement.
• For retail investors, merger-driven dispositions are routine administrative outcomes of a deal and do not necessarily signal insider sentiment about the combined company.