Gardner Alan 4

What Happened

• Alan Gardner, a Comerica director, reported a disposition to the issuer of 7,274 shares of Comerica common stock on 2026-02-01. The Form 4 shows the transaction price as $0.00 (a merger-related conversion), total $0 on the Form 4.
• Per the merger terms, each Comerica share converted into 1.8663 shares of Fifth Third common stock. That converts 7,274 Comerica shares into approximately 13,575.47 Fifth Third shares. Using Fifth Third’s closing price of $50.22 on the last trading day before the merger, the converted shares are worth roughly $682,000.
• This was not a typical open-market sale but a disposition in connection with the previously announced merger with Fifth Third; such merger-driven conversions are routine and do not necessarily reflect trading sentiment.

Key Details

• Transaction date: 2026-02-01 (Disposition to issuer, code D)
• Form 4 filed: 2026-02-03 (timely filing; no late-file indicator)
• Shares disposed (Comerica): 7,274 at $0.00 reported on the Form 4
• Converted shares (Fifth Third): 7,274 * 1.8663 ≈ 13,575.47 Fifth Third shares
• Estimated market value at $50.22/share: ≈ $681,760 (~$682K)
• Shares owned after transaction: Reporting person no longer beneficially owns any Comerica common stock (footnote F3)
• Notable footnotes:
  • F1: Transaction is part of the merger; conversion ratio and Fifth Third closing price used to estimate value.
  • F2: Any Comerica equity awards were converted into Fifth Third awards or stock per merger agreement.
  • F3: Reporting person no longer holds Comerica common stock.

Context

• This filing reflects merger-related conversions, not an open-market sale for cash. The Form 4 reports $0 because the Comerica shares were converted/cancelled at the merger Effective Time.
• For retail investors: merger-driven dispositions are administrative. They don’t provide the same signal as an insider initiating a market sale or purchase.