Comerica (CMA) EVP shifts holdings as equity converts in Fifth Third merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Comerica Inc. Executive Vice President Bruce Mitchell reported the automatic conversion of all his Comerica equity in connection with the company’s merger with Fifth Third Bancorp. On February 1, 2026, each share of Comerica common stock was converted into 1.8663 shares of Fifth Third common stock at the merger’s effective time.
Mitchell disposed of 33,545 Comerica common shares and multiple blocks of employee stock options, all shown at a price of $0 because they were converted rather than sold for cash. Each outstanding and unexercised option became a corresponding option for Fifth Third common stock. Following these transactions, he no longer beneficially owns any Comerica common stock. The closing price of Fifth Third common stock on the last trading day before the effective time was $50.22 per share.
Positive
- None.
Negative
- None.
Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
Mitchell Bruce
Role
Executive Vice President
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Employee Stock Option (right to buy) | 998 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 558 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 1,660 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 2,015 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 2,570 | $0.00 | -- |
| Disposition | Common Stock | 33,545 | $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) disclose for Bruce Mitchell?
Comerica disclosed that Executive Vice President Bruce Mitchell disposed of 33,545 shares of Comerica common stock and several employee stock option grants on February 1, 2026. These were non-cash conversions tied to Comerica’s completed merger with Fifth Third Bancorp.
What were the conversion terms for Comerica common stock 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. This fixed share-exchange ratio applied to Mitchell’s holdings and to other outstanding Comerica common shares covered by the merger agreement.
What happened to Bruce Mitchell’s Comerica employee stock options?
At the effective time of the merger, each outstanding and unexercised Comerica employee stock option held by Bruce Mitchell converted into a corresponding option for Fifth Third common stock. The Form 4 lists several option grants that were fully converted in this manner.
Does Bruce Mitchell still own any Comerica common stock after the merger?
No. The filing states that, as a result of the merger with Fifth Third Bancorp, Bruce Mitchell no longer beneficially owns, directly or indirectly, any shares of Comerica’s common stock. His economic exposure shifted to Fifth Third equity instead.
What market price reference is provided for Fifth Third stock in this filing?
The filing notes that Fifth Third common stock closed at $50.22 per share on the Nasdaq Stock Market LLC on the last trading day prior to the merger’s effective time. This gives investors a market reference point around the share conversion.