LINDNER RICHARD G 4

4 · COMERICA INC · Filed Feb 3, 2026

AI-generated summary of this filing

Updated Feb 3, 2026

Comerica (CMA) Director Richard Lindner Sells 86,718 Shares

What Happened

Richard G. Lindner, a Comerica director, recorded dispositions on Feb 1, 2026 totaling 86,718 shares of Comerica common stock (three entries: 77,394; 6,232; 3,092). The Form 4 reports $0.00 per share because these were dispositions 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, so the 86,718 Comerica shares converted into roughly 161,842 Fifth Third shares. Using Fifth Third’s last-trade price of $50.22 (per the filing), that equals about $8.13 million in market value. This was a corporate merger conversion, not a voluntary open-market sale by the insider.

Key Details

Transaction date: 2026-02-01; Form 4 filed: 2026-02-03 (no tardiness flag).
Reported price on Form 4: $0.00 (disposition due to merger mechanics).
Shares disposed: 86,718 Comerica shares (77,394 + 6,232 + 3,092).
Conversion: 1.8663 Fifth Third shares per Comerica share → ~161,842 Fifth Third shares; Fifth Third closing price used: $50.22/share → ~ $8.13M value.
Shares owned after transaction: the filer no longer beneficially owns any Comerica common stock (Footnote F3).
Additional note: Equity awards were converted into equivalent Fifth Third awards or stock per the merger agreement (Footnote F2).

Context

These transactions are merger-related conversions rather than discretionary insider sales and therefore generally reflect deal mechanics, not an independent trading signal. Retail investors should treat this as a corporate-transaction disposition: Comerica shares were converted under agreed merger terms into Fifth Third stock.

Form 4Exit

Period: 2026-02-01

Director

Transactions

Disposition to Issuer
Common Stock
[F1][F2][F3]
2026-02-01−77,394→ 0 total
Disposition to Issuer
Common Stock
[F1][F3]
2026-02-01−6,232→ 0 total(indirect: By Trust)
Disposition to Issuer
Common Stock
[F1][F3]
2026-02-01−3,092→ 0 total(indirect: By Trust)

Footnotes (3)

[F1]As previously disclosed in a Current Report on Form 8-K filed with the SEC on February 2, 2026, at 12:01 a.m. ET on February 1, 2026 (the "Effective Time"), the issuer completed its previously announced merger with Fifth Third Bancorp ("Fifth Third"), and each share of the issuer's common stock, $5.00 par value per share, was converted into 1.8663 shares of Fifth Third common stock, no par value ("Fifth Third Common Stock"). All transactions reflected herein are dispositions in connection with the merger. The closing price of Fifth Third Common Stock on the Nasdaq Stock Market LLC on the last trading day prior to the Effective Time was $50.22 per share.
[F2]At the Effective Time, all equity awards held by the reporting person were converted to (i) an equivalent Fifth Third equity award or (ii) Fifth Third Common Stock, in accordance with the terms set forth in the merger agreement, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on October 9, 2025.
[F3]As a result of the merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of the issuer's common stock.

Signature

/s/ Steven Franklin, on behalf of Richard G. Lindner through Power of Attorney|2026-02-03

1 file