RITCHIE MICHAEL T 4

What Happened

• Michael T. Ritchie, Executive Vice President of Comerica Inc., reported dispositions on Feb 1, 2026 related to the company’s merger into Fifth Third Bancorp. The Form 4 shows dispositions of 58,849 Comerica common shares plus eight derivative-line dispositions totaling 18,985 shares, for a combined 77,834 Comerica shares. The filing reports $0 proceeds per share because these were corporate conversion/disposition transactions in connection with the merger.
• Per the merger terms, each Comerica share converted into 1.8663 shares of Fifth Third common stock. Using Fifth Third’s last trading-day closing price of $50.22, the converted position is roughly worth $7.3 million (est.). The reporting person no longer beneficially owns any Comerica common stock after the Effective Time.

Key Details

• Transaction date: 2026-02-01 (Effective Time of the merger).
• Report filed: 2026-02-03 (Form 4) — filed within the normal post-transaction window.
• Reported price/proceeds: $0 (dispositions due to corporate conversion in the merger).
• Conversion rate and price: 1 Comerica share → 1.8663 Fifth Third shares; Fifth Third close $50.22 (last trading day before Effective Time).
• Shares disposed: 58,849 (direct) + 18,985 (derivative-related) = 77,834 total.
• Shares owned after transaction: 0 Comerica common shares (per filing footnote).
• Notable footnotes: equity awards and unexercised options were converted into Fifth Third awards/shares per the merger agreement (footnotes F1–F4). Transactions are exempt from Section 16(b) under Rule 16b‑3(e).

Context

• These were corporate conversion/disposition events tied to the merger — not open-market sales or purchases by the insider. Derivative-line entries reflect conversion of equity awards and options into Fifth Third equivalents or shares, not new trading decisions by the insider.
• For retail investors: this filing documents the administrative conversion of Comerica holdings into Fifth Third stock as part of the merger and does not, by itself, indicate the insider’s market view.