Sefzik Peter L 4

What Happened

• Peter L. Sefzik, Comerica Sr. EVP & Chief Banking Officer, reported dispositions of a total of 119,073 Comerica common shares on 2026-02-01. The Form 4 shows $0 cash proceeds because these were dispositions in connection with Comerica’s merger into Fifth Third (not open-market sales). Under the merger terms each Comerica share converted into 1.8663 shares of Fifth Third; the 119,073 Comerica shares convert to approximately 222,225 Fifth Third shares. Using Fifth Third’s last-trading-day close of $50.22, the converted shares are roughly worth $11.16 million.

Key Details

• Transaction date: 2026-02-01; Form 4 filed 2026-02-03 (timely).
• Reported disposition entries: 101,877 shares (primary) plus six derivative-related dispositions totaling 17,196 shares (1,340; 2,575; 4,420; 5,933; 2,928).
• Price reported on Form 4: $0.00 (dispositions were merger conversions, not cash sales).
• Shares owned after transaction: 0 Comerica shares (reporting person no longer beneficially owns Comerica common stock).
• Notable footnotes: conversion ratio 1.8663 (F1); equity awards/options converted to Fifth Third awards or shares per the merger agreement (F2, F4); transactions exempt from Section 16(b) under Rule 16b-3(e) (F4).
• Filing status: appears timely (no late filing flag).

Context

• These entries reflect the corporate merger mechanics (share conversion and award/option conversion) rather than a manager-initiated sale — the Form 4 reports dispositions as part of the merger consideration. Derivative entries reflect converted equity awards/options rather than separate option exercises or market trades. For retail investors, this is a routine corporate action and not a directional insider trade signal.