Comerica (NYSE: CMA) SEVP exits stake as Fifth Third merger completes
Filing Impact
Filing Sentiment
Form Type
4
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.
Positive
- None.
Negative
- None.
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).
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.
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.