WEBER JAMES HARRY 4

What Happened

• James H. Weber, Executive Vice President of Comerica Inc., recorded dispositions of a total of 36,250 Comerica shares on Feb 1, 2026. The Form 4 shows these as dispositions to the issuer at $0.00 because they were exchanged in connection with Comerica’s merger into Fifth Third Bancorp.
• Under the merger conversion ratio (1.8663 Fifth Third shares per Comerica share) the 36,250 Comerica shares converted into roughly 67,652 shares of Fifth Third common stock. Using Fifth Third’s last-trading-day price of $50.22, that conversion is approximately $3.4 million in value.
• These were not open-market sales by the insider; they were merger-related conversions of common shares and converted equity awards/options.

Key Details

• Transaction date: 2026-02-01 (Effective Time of the merger).
• Form 4 filing date: 2026-02-03 (filed within the typical 2-business-day window).
• Shares disposed (Comerica): 36,250 total — breakdown on the filing: 31,203 common-share dispositions and four derivative-related dispositions (995; 1,480; 940; 1,632).
• Price shown on Form 4: $0.00 (dispositions reflect conversion in the merger, not a cash sale).
• Post-transaction ownership: reporting person no longer beneficially owns any Comerica common stock (footnote F3).
• Notable footnotes:
  • F1: Comerica merged into Fifth Third on Feb 1, 2026; conversion ratio = 1.8663 Fifth Third shares per Comerica share; Fifth Third close = $50.22.
  • F2/F4: Equity awards and unexercised options were converted into Fifth Third awards/options per the merger agreement.
  • F4: These transactions are exempt from Section 16(b) under Rule 16b-3(e).

Context

• This filing reflects merger mechanics (conversion of shares and equity awards) rather than voluntary insider selling; such merger-related dispositions are routine and required by the transaction terms.
• Derivative items on the Form 4 represent converted awards/options, not separate market trades.