Comerica (NYSE: CMA) director exits 48,566-share stake in merger

Rhea-AI Filing Summary

Comerica Inc. director Ximena G. Humrichouse reported the disposition of 48,566 shares of Comerica common stock on February 1, 2026. The shares were not sold for cash but were automatically converted at the merger’s effective time into Fifth Third Bancorp common stock.

Each Comerica share was converted into 1.8663 shares of Fifth Third common stock under the merger terms. Following this conversion, the director no longer beneficially owns any Comerica common stock. The closing price of Fifth Third common stock before the effective time was $50.22 per share.

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^*

Humrichouse Ximena G

(Last) (First) (Middle)

1717 MAIN STREET

MC 6404

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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)		48,566	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

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.

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.

Remarks:

	/s/ Steven Franklin, on behalf of Nina G. Vaca (Ximena G. Humrichouse) 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.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Comerica (CMA) disclose for director Ximena G. Humrichouse?

Comerica disclosed that director Ximena G. Humrichouse disposed of 48,566 shares of Comerica common stock. The disposition occurred on February 1, 2026 and resulted from the automatic conversion of Comerica shares into Fifth Third Bancorp shares at the merger’s effective time.

Was the Comerica (CMA) director’s Form 4 transaction a sale for cash?

No, the director’s Form 4 does not reflect a cash sale. The 48,566 Comerica shares were converted into Fifth Third Bancorp common stock as part of the completed merger, recorded at a transaction price of $0.00 per share on the Form 4 table.

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

Each Comerica common share was converted into 1.8663 shares of Fifth Third common stock. This fixed exchange ratio applied at 12:01 a.m. ET on February 1, 2026, when the merger became effective, and all reported dispositions on the Form 4 relate to this conversion.

Does the Comerica (CMA) director still own any Comerica common stock after the merger?

No, the director no longer beneficially owns Comerica common stock. The Form 4 states that, as a result of the merger with Fifth Third Bancorp, the reporting person now holds zero shares of Comerica, with all prior holdings converted into Fifth Third common stock or equivalent awards.

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

The filing cites a Fifth Third common stock closing price of $50.22 per share. This price reflects trading on the Nasdaq Stock Market on the last trading day before the effective time of the merger, providing context for the share conversion referenced in the Form 4 footnotes.

What happened to the Comerica (CMA) director’s equity awards in the merger?

All equity awards held by the director were converted at the merger’s effective time. They became either equivalent Fifth Third equity awards or shares of Fifth Third common stock, in line with terms set out in the previously filed merger agreement referenced in the Form 4 footnotes.