What was the Comerica to Fifth Third share exchange ratio in the 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 ratio determined how many Fifth Third shares Comerica shareholders, including Megan D. Crespi, received for every Comerica share they previously held.

Comerica (NYSE: CMA) SEVP exits stake as Fifth Third merger completes

Q: What does Megan D. Crespi’s Form 4 for Comerica (CMA) report?

The Form 4 reports that SEVP & COO Megan D. Crespi disposed of Comerica common stock and employee stock options in connection with Comerica’s merger with Fifth Third Bancorp . Her Comerica holdings were converted into Fifth Third equity per the merger agreement and related terms.

Q: How many Comerica common shares did Megan D. Crespi dispose of in this filing?

Megan D. Crespi reported disposing of 79,384 shares of Comerica common stock at a reported price of $0 , reflecting a non-cash merger conversion. These shares were converted into Fifth Third common stock under the merger agreement terms rather than sold on the open market.

Q: What happened to Megan D. Crespi’s Comerica employee stock options?

At the effective time, each outstanding and unexercised Comerica stock option held by Megan D. Crespi converted into a corresponding option for Fifth Third common stock. These option transactions are reported as dispositions and are stated to be exempt under Rule 16b-3(e) .

Q: Does Megan D. Crespi still beneficially own Comerica (CMA) stock after the merger?

No. The filing states that, as a result of the merger with Fifth Third Bancorp , Megan D. Crespi no longer beneficially owns, directly or indirectly, any shares of Comerica common stock. Her prior Comerica equity positions were fully converted into Fifth Third-related securities.

Q: What reference price is disclosed for Fifth Third stock in this Form 4?

The filing notes that the closing price of Fifth Third common stock on the Nasdaq Stock Market LLC was $50.22 per share on the last trading day prior to the merger’s effective time of 12:01 a.m. Eastern Time on February 1, 2026.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Comerica Inc. executive Megan D. Crespi, SEVP & COO, reported merger-related changes to her holdings. Effective February 1, 2026, Comerica completed its previously announced merger with Fifth Third Bancorp. Each share of Comerica common stock was converted into 1.8663 shares of Fifth Third common stock.

Crespi disposed of 79,384 shares of Comerica common stock and multiple employee stock options in connection with this merger, with the positions converted into equivalent Fifth Third equity awards or Fifth Third common stock under the merger agreement. As a result, she no longer beneficially owns any Comerica common shares. The closing price of Fifth Third common stock was $50.22 on the last trading day before the effective time.

Insider Trade Summary

7 transactions reported

Mixed 7 txns

Insider CRESPI MEGAN D.

Role SEVP & COO

Type	Security	Shares	Price	Value
Disposition	Employee Stock Option (right to buy)	7,090	$0.00	--
Disposition	Employee Stock Option (right to buy)	2,415	$0.00	--
Disposition	Employee Stock Option (right to buy)	3,685	$0.00	--
Disposition	Employee Stock Option (right to buy)	2,610	$0.00	--
Disposition	Employee Stock Option (right to buy)	4,150	$0.00	--
Disposition	Employee Stock Option (right to buy)	5,085	$0.00	--
Disposition	Common Stock	79,384	$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).

Form 4 Insider Transactions: What Each Field Means →

02/03/2026 - 04:25 PM

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

CRESPI MEGAN D.

(Last)

(First)

(Middle)

3551 HAMLIN ROAD

(Street)

AUBURN HILLS

48326

(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)
	SEVP & COO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/01/2026		D⁽¹⁾⁽²⁾		79,384	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	⁽⁴⁾	02/01/2026		D⁽⁴⁾			7,090	⁽⁴⁾	⁽⁴⁾	Common Stock⁽⁴⁾	7,090	$0	0	D
Employee Stock Option (right to buy)	⁽⁴⁾	02/01/2026		D⁽⁴⁾			2,415	⁽⁴⁾	⁽⁴⁾	Common Stock⁽⁴⁾	2,415	$0	0	D
Employee Stock Option (right to buy)	⁽⁴⁾	02/01/2026		D⁽⁴⁾			3,685	⁽⁴⁾	⁽⁴⁾	Common Stock⁽⁴⁾	3,685	$0	0	D
Employee Stock Option (right to buy)	⁽⁴⁾	02/01/2026		D⁽⁴⁾			2,610	⁽⁴⁾	⁽⁴⁾	Common Stock⁽⁴⁾	2,610	$0	0	D
Employee Stock Option (right to buy)	⁽⁴⁾	02/01/2026		D⁽⁴⁾			4,150	⁽⁴⁾	⁽⁴⁾	Common Stock⁽⁴⁾	4,150	$0	0	D
Employee Stock Option (right to buy)	⁽⁴⁾	02/01/2026		D⁽⁴⁾			5,085	⁽⁴⁾	⁽⁴⁾	Common Stock⁽⁴⁾	5,085	$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 Megan D. Crespi 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

Source: View Original Filing on SEC EDGAR

FAQ

What does Megan D. Crespi’s Form 4 for Comerica (CMA) report?

The Form 4 reports that SEVP & COO Megan D. Crespi disposed of Comerica common stock and employee stock options in connection with Comerica’s merger with Fifth Third Bancorp. Her Comerica holdings were converted into Fifth Third equity per the merger agreement and related terms.

How many Comerica common shares did Megan D. Crespi dispose of in this filing?

Megan D. Crespi reported disposing of 79,384 shares of Comerica common stock at a reported price of $0, reflecting a non-cash merger conversion. These shares were converted into Fifth Third common stock under the merger agreement terms rather than sold on the open market.

What happened to Megan D. Crespi’s Comerica employee stock options?

At the effective time, each outstanding and unexercised Comerica stock option held by Megan D. Crespi converted into a corresponding option for Fifth Third common stock. These option transactions are reported as dispositions and are stated to be exempt under Rule 16b-3(e).

Does Megan D. Crespi still beneficially own Comerica (CMA) stock after the merger?

No. The filing states that, as a result of the merger with Fifth Third Bancorp, Megan D. Crespi no longer beneficially owns, directly or indirectly, any shares of Comerica common stock. Her prior Comerica equity positions were fully converted into Fifth Third-related securities.

What reference price is disclosed for Fifth Third stock in this Form 4?

The filing notes that the closing price of Fifth Third common stock on the Nasdaq Stock Market LLC was $50.22 per share on the last trading day prior to the merger’s effective time of 12:01 a.m. Eastern Time on February 1, 2026.