Comerica (NYSE: CMA) EVP exits CMA stock as Fifth Third merger closes

Rhea-AI Filing Summary

Comerica Inc. executive Mauricio A. Ortiz, EVP & Chief Accounting Officer, reported the disposition of his Comerica holdings on February 1, 2026 in connection with Comerica’s merger with Fifth Third Bancorp. Each share of Comerica common stock was converted into 1.8663 shares of Fifth Third common stock at the merger’s effective time.

Ortiz’s Form 4 shows 26,320 shares of Comerica common stock disposed of and his beneficial ownership in Comerica reduced to zero. In addition, employee stock options covering 960, 325, 815 and 1,568 shares of Comerica common stock were converted into corresponding Fifth Third stock options under the merger agreement. The closing price of Fifth Third common stock on the last trading day 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^*

Ortiz Mauricio A

(Last) (First) (Middle)

1717 MAIN STREET MC 6506

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Accounting Officer

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)		26,320	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
Employee Stock Option (right to buy)	(4)	02/01/2026		D(4)			960	(4)	(4)	Common Stock(4)	960	$0	0	D
Employee Stock Option (right to buy)	(4)	02/01/2026		D(4)			325	(4)	(4)	Common Stock(4)	325	$0	0	D
Employee Stock Option (right to buy)	(4)	02/01/2026		D(4)			815	(4)	(4)	Common Stock(4)	815	$0	0	D
Employee Stock Option (right to buy)	(4)	02/01/2026		D(4)			1,568	(4)	(4)	Common Stock(4)	1,568	$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 Mauricio A. Ortiz 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) EVP Mauricio Ortiz report in this Form 4?

Mauricio Ortiz reported that all his Comerica common stock and employee stock options were disposed of on February 1, 2026. The changes occurred automatically as part of Comerica’s completed merger with Fifth Third Bancorp, which converted his Comerica equity into Fifth Third equity instruments.

How many Comerica (CMA) common shares did Mauricio Ortiz dispose of?

The Form 4 shows Mauricio Ortiz disposed of 26,320 shares of Comerica common stock. These were converted into shares of Fifth Third common stock at the merger’s effective time, rather than sold for cash, reflecting the share-exchange terms of the Comerica–Fifth Third merger agreement.

What happened to Mauricio Ortiz’s Comerica employee stock options in the merger?

Outstanding Comerica employee stock options held by Mauricio Ortiz, covering 960, 325, 815 and 1,568 shares, were converted into corresponding options on Fifth Third common stock. This followed the merger agreement terms, ensuring his equity awards continued in the new combined company after Comerica’s acquisition.

Does Mauricio Ortiz still beneficially own Comerica (CMA) common stock after the merger?

No. The filing states that, as a result of the merger with Fifth Third Bancorp, Mauricio Ortiz no longer beneficially owns any shares of Comerica common stock. His prior Comerica equity interests were fully converted into Fifth Third common stock or equivalent Fifth Third equity awards.

What were the Comerica–Fifth Third share exchange terms affecting this Form 4?

At the effective time of the merger, each share of Comerica common stock with $5.00 par value was converted into 1.8663 shares of Fifth Third common stock. Fifth Third’s stock closed at $50.22 per share on the last trading day before this effective time.

Why is the transaction price per share shown as $0.00 in the Form 4 tables?

The Form 4 lists a $0.00 transaction price because the dispositions were not open-market sales for cash. Instead, Comerica shares and options were exchanged for Fifth Third stock and options under the merger agreement, a non-cash conversion treated as dispositions for reporting purposes.