Director Derek Kerr exits Comerica (NYSE: CMA) stake after merger

Rhea-AI Filing Summary

Comerica Inc. director Derek J. Kerr reported the disposal of 7,275 shares of Comerica common stock at $0.00 per share in connection with the company’s merger with Fifth Third Bancorp. Each Comerica share was converted into 1.8663 shares of Fifth Third common stock at the merger’s effective time.

All of Kerr’s Comerica equity awards were converted into equivalent Fifth Third equity awards or Fifth Third common stock under the merger agreement. Following these transactions, Kerr no longer beneficially owns any shares of 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^*

KERR DEREK J

(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)

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)		7,275	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 Derek J. Kerr 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 Inc. (CMA) director Derek J. Kerr report on this Form 4?

Derek J. Kerr reported the disposition of 7,275 shares of Comerica common stock at $0.00 per share. The transaction reflects automatic conversion of his holdings into Fifth Third Bancorp shares as part of the completed merger between Comerica and Fifth Third.

How were Comerica Inc. (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 at the merger’s effective time. This fixed exchange ratio applied to Kerr’s holdings and other Comerica shares in connection with the completed merger transaction.

How many Comerica (CMA) shares did Derek J. Kerr own after the merger transaction?

After the merger-related disposition, Derek J. Kerr beneficially owned zero shares of Comerica common stock. The Form 4 shows 7,275 shares disposed and a remaining balance of 0 shares, reflecting the full conversion into Fifth Third common stock and related awards.

What happened to Derek J. Kerr’s Comerica (CMA) equity awards in the merger?

All Comerica equity awards held by Derek J. Kerr were converted at the effective time into either equivalent Fifth Third equity awards or shares of Fifth Third common stock. This treatment followed the terms set forth in the previously filed Comerica–Fifth Third merger agreement.

What merger event involving Comerica Inc. (CMA) is referenced in this Form 4?

The filing references Comerica’s completed merger with Fifth Third Bancorp effective at 12:01 a.m. ET on February 1, 2026. At that time, all Comerica common shares were exchanged for Fifth Third common stock under a fixed 1.8663-for-1 conversion ratio.

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

The document notes that Fifth Third common stock closed at $50.22 per share on the Nasdaq Stock Market on the last trading day before the merger’s effective time. This closing price provides context for the value of Comerica shares converted in the transaction.