Comerica (NYSE: CMA) director converts 21,372 shares in Fifth Third deal

Rhea-AI Filing Summary

Comerica director Barbara Smith reported a full exit from Comerica stock due to its merger with Fifth Third Bancorp. On February 1, 2026, she disposed of 21,372 shares of Comerica common stock at a reported price of $0, reflecting conversion rather than an open-market sale.

Each Comerica share was converted into 1.8663 shares of Fifth Third common stock at the merger’s effective time. All of her Comerica equity awards were also converted into equivalent Fifth Third awards or shares, and she no longer beneficially owns any Comerica common stock.

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^*

Smith Barbara

(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)		21,372	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 Barbara R. Smith 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 insider transaction did Barbara Smith report for Comerica (CMA)?

Barbara Smith reported disposing of 21,372 shares of Comerica common stock. The transaction occurred on February 1, 2026, and reflected conversion into Fifth Third Bancorp shares as part of the completed merger, rather than a traditional market sale.

Why was Barbara Smith’s Comerica (CMA) stock reported at a $0 price?

The $0 price indicates her 21,372 Comerica shares were converted in a merger, not sold for cash. Each share became 1.8663 shares of Fifth Third common stock at the effective time of the Comerica–Fifth Third merger.

Does Barbara Smith still own any Comerica (CMA) shares after the merger?

No. The filing states that as a result of the Comerica–Fifth Third merger, Barbara Smith no longer beneficially owns, directly or indirectly, any shares of Comerica common stock. Her ownership shifted into Fifth Third equity instead.

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

Each share of Comerica common stock with a $5.00 par value was converted into 1.8663 shares of Fifth Third common stock. The closing price of Fifth Third stock before the effective time was $50.22 per share, providing a valuation basis for the conversion.

What happened to Barbara Smith’s Comerica equity awards in the merger?

At the merger’s effective time, all of Barbara Smith’s Comerica equity awards were converted into either equivalent Fifth Third equity awards or Fifth Third common stock. This followed the terms of the previously disclosed Comerica–Fifth Third merger agreement.

What role does Barbara Smith hold at Comerica (CMA)?

Barbara Smith is identified as a director of Comerica Inc. in the insider report. The Form 4 reflects her change in ownership status resulting from Comerica’s completed merger with Fifth Third Bancorp on February 1, 2026.