LINDNER RICHARD G 4

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.