Comerica (NYSE: CMA) SVP stock and options convert in Fifth Third merger

Rhea-AI Filing Summary

Comerica Inc. senior executive Peter L. Sefzik, Sr EVP & Chief Banking Officer, reported the disposition of 101,877 shares of Comerica common stock and several employee stock option awards on February 1, 2026. These were not market sales, but automatic changes tied to Comerica’s completed merger with Fifth Third Bancorp.

At the merger’s effective time, each Comerica share was converted into 1.8663 shares of Fifth Third common stock, and each outstanding Comerica stock option became a corresponding option for Fifth Third stock. As a result, Sefzik no longer beneficially owns any Comerica common shares. The filing notes a Fifth Third share closing price of $50.22 on the last trading day before the effective time.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sefzik Peter L

(Last) (First) (Middle)

1717 MAIN STREET

MC 6507

(Street)

DALLAS TX 75201

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
COMERICA INC [ CMA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Sr EVP & Chief Banking Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/01/2026		D(1)(2)		101,877	D	$0(1)(2)	0(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				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)			1,340	(4)	(4)	Common Stock(4)	1,340	$0	0	D
Employee Stock Option (right to buy)	(4)	02/01/2026		D(4)			2,575	(4)	(4)	Common Stock(4)	2,575	$0	0	D
Employee Stock Option (right to buy)	(4)	02/01/2026		D(4)			4,420	(4)	(4)	Common Stock(4)	4,420	$0	0	D
Employee Stock Option (right to buy)	(4)	02/01/2026		D(4)			5,933	(4)	(4)	Common Stock(4)	5,933	$0	0	D
Employee Stock Option (right to buy)	(4)	02/01/2026		D(4)			2,928	(4)	(4)	Common Stock(4)	2,928	$0	0	D

Explanation of Responses:

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).

Remarks:

	/s/ Steven Franklin, on behalf of Peter L. Sefzik through Power of Attorney	02/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What insider transaction did Comerica (CMA) report for Peter L. Sefzik?

Comerica reported that Sr EVP & Chief Banking Officer Peter L. Sefzik disposed of 101,877 shares of Comerica common stock and multiple employee stock options on February 1, 2026, due to the company’s completed merger with Fifth Third Bancorp.

Was Peter L. Sefzik’s Comerica (CMA) Form 4 transaction an open-market sale?

No. The Form 4 shows that all dispositions were linked to Comerica’s merger with Fifth Third Bancorp. Comerica shares and stock options were converted into Fifth Third stock and equivalent options under the merger terms, rather than being sold on the open market.

How were Comerica (CMA) shares converted in the Fifth Third merger?

Each share of Comerica common stock was converted into 1.8663 shares of Fifth Third common stock at the merger’s effective time. The filing also notes a Fifth Third share closing price of $50.22 on the last trading day before that effective time.

What happened to Peter L. Sefzik’s Comerica (CMA) stock options?

At the effective time of the merger, each outstanding and unexercised Comerica employee stock option held by Peter L. Sefzik converted into a corresponding option for Fifth Third common stock, consistent with the terms of the previously disclosed merger agreement.

Does Peter L. Sefzik still own Comerica (CMA) common stock after the merger?

No. The Form 4 explicitly states that, as a result of the completed merger with Fifth Third Bancorp, Peter L. Sefzik no longer beneficially owns, directly or indirectly, any shares of Comerica’s common stock following the conversion into Fifth Third securities.

What price reference for Fifth Third stock is disclosed in the Comerica (CMA) filing?

The filing states that Fifth Third common stock closed at $50.22 per share on the Nasdaq Stock Market on the last trading day before the merger’s effective time, providing a market reference point for the share conversion mechanics described.