Comerica (NYSE: CMA) EVP exits CMA stake after Fifth Third merger

Rhea-AI Filing Summary

Comerica Sr EVP & Chief Credit Officer Melinda A. Chausse reported the disposition of her Comerica common stock and stock options on February 1, 2026. The changes occurred when Comerica completed its previously announced merger with Fifth Third Bancorp at 12:01 a.m. ET.

Each share of Comerica common stock with $5.00 par value was converted into 1.8663 shares of Fifth Third common stock. Her 86,023 directly held Comerica common shares and several employee stock options were all treated as dispositions in connection with this merger.

All equity awards and options were converted into equivalent Fifth Third equity awards or Fifth Third common stock under the merger agreement, and she no longer beneficially owns any Comerica common shares. 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^*

CHAUSSE MELINDA A.

(Last) (First) (Middle)

1717 MAIN STREET

(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)
	Sr EVP & Chief Credit 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)		86,023	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)			1,035	(4)	(4)	Common Stock(4)	1,035	$0	0	D
Employee Stock Option (right to buy)	(4)	02/01/2026		D(4)			528	(4)	(4)	Common Stock(4)	528	$0	0	D
Employee Stock Option (right to buy)	(4)	02/01/2026		D(4)			1,525	(4)	(4)	Common Stock(4)	1,525	$0	0	D
Employee Stock Option (right to buy)	(4)	02/01/2026		D(4)			2,753	(4)	(4)	Common Stock(4)	2,753	$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 Melinda A. Chausse 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).
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FAQ

What did Comerica (CMA) executive Melinda A. Chausse report in this Form 4?

She reported disposing of her Comerica common stock and stock options on February 1, 2026. These transactions occurred when Comerica completed its merger with Fifth Third Bancorp and her holdings were converted into Fifth Third equity under the merger agreement’s terms.

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

Each share of Comerica common stock was converted into 1.8663 shares of Fifth Third common stock. This fixed exchange ratio applied at the February 1, 2026 effective time of the merger, transforming existing Comerica equity into Fifth Third equity for the reporting person.

How many Comerica (CMA) common shares did Melinda Chausse dispose of?

She disposed of 86,023 shares of Comerica common stock in a transaction coded "D". The disposition was not a market sale but a conversion in connection with the completed merger into Fifth Third Bancorp, with no cash price per share reported in this filing.

What happened to Melinda Chausse’s Comerica (CMA) stock options?

All outstanding and unexercised Comerica employee stock options were treated as dispositions on February 1, 2026. At the merger’s effective time, each option converted into a corresponding option for Fifth Third common stock, following the terms of the previously filed merger agreement.

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

No. The filing states that, as a result of the merger, she no longer beneficially owns any shares of Comerica common stock. Her prior holdings were converted into Fifth Third equity, leaving her post-transaction beneficial ownership in Comerica common stock at zero shares.

What price reference for Fifth Third stock is included in this Comerica (CMA) Form 4?

The document notes that Fifth Third common stock closed at $50.22 per share on the Nasdaq Stock Market. This closing price relates to the last trading day before the February 1, 2026 effective time of the merger that converted Comerica shares into Fifth Third shares.