KERR DEREK J 4

What Happened
Derek J. Kerr, a Comerica (CMA) director, reported a disposition of 7,275 shares of Comerica common stock on 2026-02-01. The Form 4 shows the shares were disposed to the issuer at $0.00 (total $0) because the transaction occurred as part of Comerica’s merger into Fifth Third Bancorp. Under the merger terms each Comerica share converted into 1.8663 shares of Fifth Third common stock; using Fifth Third’s last pre‑merger close of $50.22 implies the converted holdings equal roughly 13,577 Fifth Third shares, or about $682,000 in market value (approximate).

Key Details

• Transaction date: 2026-02-01 (Effective Time of merger)
• Form 4 filed: 2026-02-03 (timely filing)
• Reported transaction: Disposition to issuer (Code D) — 7,275 Comerica shares @ $0.00 (reported value $0)
• Shares owned after transaction: 0 Comerica common shares (reporting person no longer beneficially owns Comerica stock)
• Relevant footnotes:
  • F1: Merger effective 2026-02-01; conversion ratio 1.8663 Fifth Third shares per Comerica share; Fifth Third close $50.22 used to show implied value.
  • F2: Any Comerica equity awards were converted into Fifth Third awards or stock per the merger agreement.
  • F3: Reporting person no longer owns Comerica common stock.

Context
This was not an open‑market sale or a discretionary insider sale — it was a merger-related conversion/disposition where Comerica shares were exchanged for Fifth Third consideration. Because the consideration was stock (and awards were converted), the Form 4 lists $0 proceeds for Comerica shares; the implied cash/market value above is an estimate based on the stated conversion ratio and Fifth Third’s closing price prior to the merger. Such merger-driven dispositions generally reflect corporate transactions, not trading decisions by the insider.