Comerica (NYSE: CMA) SVP stock and options convert in Fifth Third merger
Filing Impact
Filing Sentiment
Form Type
4
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
Sefzik Peter L
Role
Sr EVP & Chief Banking Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Employee Stock Option (right to buy) | 1,340 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 2,575 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 4,420 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 5,933 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 2,928 | $0.00 | -- |
| Disposition | Common Stock | 101,877 | $0.00 | -- |
Holdings After Transaction:
Employee Stock Option (right to buy) — 0 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (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. 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"). As a result of the merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of the issuer's common stock. 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).
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.
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.