CREGG ROGER A 4

What Happened

• Roger A. Cregg, a director of Comerica Inc. (CMA), reported a disposition of 73,864 shares of Comerica common stock on February 1, 2026. The Form 4 shows the transaction as a disposition to the issuer at $0.00 because the shares were converted in connection with Comerica’s merger into Fifth Third Bancorp (the "Effective Time" was Feb 1, 2026).
• Under the merger terms each Comerica share was converted into 1.8663 shares of Fifth Third common stock. The 73,864 Comerica shares therefore converted into approximately 137,852.38 Fifth Third shares. Using Fifth Third’s last close before the Effective Time ($50.22), the converted shares have an implied market value of roughly $6.92 million.

Key Details

• Transaction date: 2026-02-01 (Effective Time of the merger).
• Reported transaction: Disposition to issuer (conversion in merger); Form 4 filed 2026-02-03.
• Shares disposed: 73,864 Comerica shares; conversion ratio: 1.8663 Fifth Third shares per Comerica share → ~137,852 Fifth Third shares.
• Reported dollar amount on Form 4: $0.00 (reflects conversion, not a cash sale). Implied value using Fifth Third close ($50.22) ≈ $6.92M (for investor context).
• Shares owned after transaction: 0 Comerica shares (per filing).
• Footnotes: (F1) confirms the merger and conversion ratio and Fifth Third closing price; (F2) equity awards were converted to Fifth Third awards or shares; (F3) Cregg no longer beneficially owns Comerica common stock.

Context

• This was not a market sale but a merger conversion—Comerica shares were exchanged for Fifth Third stock per the merger agreement. Equity awards held by Cregg were also converted per the merger terms. These changes reflect corporate action, not a routine insider sale for personal liquidity; filings report the mechanics and resulting ownership rather than an open-market trade.