TAUBMAN ROBERT S 4

What Happened
Robert S. Taubman, a Comerica (CMA) director, reported dispositions on 2026-02-01 tied to Comerica’s merger into Fifth Third. The Form 4 shows a disposal of 67,416 Comerica shares and a disposal of 319 derivative units (both reported at $0.00 on the Form 4) in connection with the merger effective Feb 1, 2026. Under the merger terms each Comerica share converted into 1.8663 shares of Fifth Third; using Fifth Third’s last pre-merger close of $50.22, the combined 67,735 Comerica shares convert to ~126,414 Fifth Third shares for an approximate market value of about $6.35 million. The filing indicates the reporting person no longer beneficially owns any Comerica common stock.

Key Details

• Transaction date: February 1, 2026 (Effective Time of the merger). Form 4 filed Feb 3, 2026 (appears timely).
• Reported price on Form 4: $0.00 (dispositions to issuer in connection with merger).
• Share counts: 67,416 shares disposed + 319 derivative units = 67,735 total Comerica shares affected.
• Conversion: 1.8663 Fifth Third shares per Comerica share; Fifth Third closing price prior to Effective Time: $50.22.
• Implied value (approx): 67,735 × 1.8663 × $50.22 ≈ $6.35 million.
• Shares owned after transaction: 0 Comerica shares (per footnote F3).
• Notes: Equity awards were converted to Fifth Third awards or stock (F2); restricted stock units converted into Fifth Third stock + cash per merger terms (F4). Transactions exempt from Section 16(b).

Context
This was a merger-related disposition (not an open-market sale). The Form 4 reports the corporate conversion rather than cash proceeds; the dollar figure above is an approximate market value based on the stated conversion ratio and Fifth Third’s last trading close. Such merger conversions routinely remove the reporting person’s holdings in the old company and do not, by themselves, signal personal trading intent.