Van de Ven Michael G 4

What Happened

• Michael G. Van de Ven, a Comerica director, recorded dispositions of 20,377 and 5,000 shares of Comerica common stock on 2026-02-01 (total 25,377 shares). The Form 4 shows $0 proceeds because these were merger-related conversions/dispositions, not open-market sales. Per the merger terms, each Comerica share converted into 1.8663 shares of Fifth Third common stock; that conversion equals about 47,361 Fifth Third shares. Using Fifth Third's $50.22 closing price on the last trading day before the merger, the economic value of that conversion is roughly $2.38 million.

Key Details

• Transaction date: February 1, 2026 (Effective Time of the merger).
• Report filed: Form 4 accession 0001628280-26-005074, filed Feb 3, 2026 (no late filing indicated).
• Reported dispositions: 20,377 shares and 5,000 shares of Comerica common stock; price reported as $0.00 due to merger conversion.
• Shares owned after transaction: The filer no longer beneficially owns any Comerica common stock (footnote F3). Comerica equity awards were converted into Fifth Third awards or Fifth Third stock (footnote F2).
• Footnote context: Transactions are dispositions in connection with Comerica’s merger into Fifth Third (Effective Time Feb 1, 2026) and use the $50.22 closing price of Fifth Third common stock for valuation (footnote F1).

Context

• This was not a typical insider sale but a merger-related conversion/disposition; Form 4 shows $0 proceeds because Comerica shares were converted into Fifth Third stock under the merger agreement.
• The filing does not indicate a trading plan (10b5-1) or tax-withholding sale; it documents the corporate transaction and post-merger ownership change.