02/03/2026 | Press release | Distributed by Public on 02/03/2026 15:23
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) | (4) | 02/01/2026 | D(4) | 3,930 | (4) | (4) | Common Stock(4) | 3,930 | $ 0 | 0 | D | ||||
| Employee Stock Option (right to buy) | (4) | 02/01/2026 | D(4) | 2,510 | (4) | (4) | Common Stock(4) | 2,510 | $ 0 | 0 | D | ||||
| Employee Stock Option (right to buy) | (4) | 02/01/2026 | D(4) | 3,050 | (4) | (4) | Common Stock(4) | 3,050 | $ 0 | 0 | D | ||||
| Employee Stock Option (right to buy) | (4) | 02/01/2026 | D(4) | 3,530 | (4) | (4) | Common Stock(4) | 3,530 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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CARR JAMES MCGREGOR 1717 MAIN STREET MC 6507 DALLAS, TX 75201 |
Executive Vice Pres. | |||
| /s/ Steven Franklin, on behalf of J. McGregor Carr through Power of Attorney | 02/03/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | 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. |
| (2) | 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 (the "Merger Agreement"). |
| (3) | As a result of the merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of the issuer's common stock. |
| (4) | At the Effective Time, each outstanding and unexercised stock option converted into a corresponding option with respect to Fifth Third Common Stock in accordance with the terms set forth in the Merger Agreement. All transactions are exempt from Section 16(b) pursuant to Rule 16b-3(e). |