Sampson Jennifer H 4

What Happened

• Jennifer H. Sampson, a director of Comerica Inc. (CMA), recorded a disposition of 7,274 shares of Comerica common stock on Feb 1, 2026. The Form 4 reports $0.00 cash proceeds because the disposition occurred in connection with Comerica’s merger into Fifth Third Bancorp. Under the merger terms each Comerica share converted into 1.8663 shares of Fifth Third common stock, which implies the 7,274 Comerica shares converted into ~13,575.47 Fifth Third shares. Using Fifth Third’s last trade prior to the merger ($50.22), that conversion is roughly $682,000 in value (approximate).

Key Details

• Transaction date: 2026-02-01 (Effective Time of merger: 12:01 a.m. ET)
• Form 4 filed: 2026-02-03 (filed timely)
• Reported price: $0.00 per Comerica share (disposition/merger conversion)
• Conversion ratio: 1.8663 Fifth Third shares per Comerica share
• Resulting Fifth Third shares from this block: ~13,575.47
• Approximate value using Fifth Third close ($50.22): ~$682,000
• Shares of Comerica owned after transaction: 0 (reporting person no longer beneficially owns Comerica common stock; see footnote)
• Footnotes: (F1) disposition due to merger; (F2) existing Comerica equity awards converted into Fifth Third awards or stock per merger agreement; (F3) reporting person no longer owns Comerica common stock

Context

• This was not an open-market sale but a merger-related conversion/disposition — Comerica shares were converted into Fifth Third stock under the merger agreement. The $0.00 proceeds on the Form 4 reflect that shares were surrendered/converted rather than sold for cash. No inference should be drawn about the director’s market view from this merger-driven transaction.