Smith Barbara 4

What Happened
Barbara Smith, a director of Comerica Inc. (CMA), recorded a disposition of 21,372 Comerica shares on 2026-02-01. This was a non-cash disposition in connection with Comerica’s merger into Fifth Third Bancorp: each Comerica share was converted into 1.8663 shares of Fifth Third common stock. The Form 4 shows $0.00 per-share proceeds because the shares were converted rather than sold; using Fifth Third’s last trading-day close of $50.22, the converted shares amount to roughly 39,887 Fifth Third shares, or about $2.0 million in market value.

Key Details

• Transaction date: 2026-02-01 (Effective Time of the merger). Form 4 filed 2026-02-03.
• Reported transaction type/code: Disposition to issuer (D); price listed $0.00 due to merger conversion.
• Number of Comerica shares disposed: 21,372. Converted to ~39,886.56 Fifth Third shares (1.8663 conversion ratio).
• Reference price: Fifth Third close on last trading day before Effective Time = $50.22 per share (used here to estimate value ≈ $2.0M).
• Shares owned after transaction: The reporting person no longer beneficially owns any Comerica common stock (per filing footnote).
• Other notes from filing: Existing Comerica equity awards were converted to equivalent Fifth Third awards or Fifth Third common stock under the merger agreement. No indication this Form 4 was filed late.

Context
This was not an open-market sale or purchase but an automatic conversion of Comerica holdings into Fifth Third stock as part of a completed merger (Effective Time Feb 1, 2026). Such conversions are routine corporate-transaction dispositions and do not, by themselves, signal insider buying or selling intent.