Comerica (NYSE: CMA) director reports stock conversion in Fifth Third deal

Rhea-AI Filing Summary

Comerica Inc. director Michael G. Van de Ven reported the disposition of his Comerica common stock on February 1, 2026 in connection with the company’s completed merger with Fifth Third Bancorp. He disposed of 20,377 shares held directly and 5,000 shares held indirectly by the Van de Ven 2008 Family Trust, all at a reported price of $0 per share because the shares were converted rather than sold for cash.

Each Comerica share was converted into 1.8663 shares of Fifth Third common stock at the merger’s effective time. The filing notes that, as a result of the merger, Van de Ven no longer beneficially owns any Comerica common stock. For context, the closing price of Fifth Third common stock on the last trading day before the merger became effective 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^*

Van de Ven Michael 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)		20,377	D	$0(1)(2)	0(3)	D
Common Stock	02/01/2026		D(1)		5,000	D	$0(1)	0(3)	I	by Van de Ven 2008 Family Trust

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 Michael G. Van de Ven 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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FAQ

What did Comerica (CMA) director Michael G. Van de Ven report on this Form 4?

He reported disposing of Comerica common stock in connection with the Fifth Third merger. The filing shows 20,377 shares held directly and 5,000 shares held indirectly by the Van de Ven 2008 Family Trust, all converted rather than sold for cash.

How is the Comerica (CMA) and Fifth Third merger reflected in Van de Ven’s Form 4?

The Form 4 states that at the merger’s effective time, each Comerica share was converted into 1.8663 shares of Fifth Third common stock. All reported transactions are dispositions tied to this stock-for-stock merger rather than open-market trades.

What conversion ratio applied to Comerica (CMA) shares in the Fifth Third merger?

Each share of Comerica common stock was converted into 1.8663 shares of Fifth Third common stock. This fixed stock-for-stock exchange ratio determined how many Fifth Third shares former Comerica shareholders received when the merger closed.

What happened to Michael G. Van de Ven’s Comerica (CMA) equity awards in the merger?

The filing explains that all of his Comerica equity awards were converted at the effective time. They became either equivalent Fifth Third equity awards or shares of Fifth Third common stock, following the terms of the previously filed merger agreement.

Does Michael G. Van de Ven still beneficially own any Comerica (CMA) stock?

No. The Form 4 specifically notes that, as a result of the merger, he no longer beneficially owns any Comerica common stock. This applies to both his directly held shares and those previously held indirectly through the Van de Ven 2008 Family Trust.

What role did the Van de Ven 2008 Family Trust play in this Comerica (CMA) filing?

The Form 4 lists 5,000 Comerica shares held indirectly “by Van de Ven 2008 Family Trust.” These shares were also disposed of in the merger and converted into Fifth Third common stock under the same 1.8663-to-1 exchange ratio as directly held shares.