Comerica (NYSE: CMA) director converts 7,274 shares in merger

Rhea-AI Filing Summary

Comerica Inc. director Jennifer H. Sampson reported the disposition of 7,274 shares of Comerica common stock on February 1, 2026. The transaction occurred when Comerica completed its merger with Fifth Third Bancorp, and each Comerica share was converted into 1.8663 shares of Fifth Third common stock.

All of Sampson’s equity awards were similarly converted into equivalent Fifth Third awards or Fifth Third common stock in line with the merger agreement. Following these merger-related conversions, Sampson 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^*

Sampson Jennifer H

(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)		7,274	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 Jennifer H. Sampson 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 Jennifer H. Sampson report for Comerica (CMA)?

Jennifer H. Sampson reported disposing of 7,274 shares of Comerica common stock. The transaction was not an open-market sale but part of Comerica’s merger with Fifth Third Bancorp, where each Comerica share was converted into Fifth Third common stock under the merger agreement.

Why were Jennifer H. Sampson’s Comerica (CMA) shares disposed of at $0 on Form 4?

The reported $0 price reflects that Sampson’s 7,274 Comerica shares were converted in a merger, not sold for cash. Each Comerica share was exchanged for 1.8663 shares of Fifth Third common stock when the merger became effective, so no cash sale price was recorded.

How did the Comerica and Fifth Third merger affect Jennifer H. Sampson’s equity awards?

At the merger’s effective time, all of Sampson’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 filed merger agreement and aligned her holdings with the post-merger combined company.

Does Jennifer H. Sampson still own Comerica (CMA) stock after the merger conversion?

No, following the merger-related conversions, Sampson no longer beneficially owns any Comerica common stock. Her former Comerica holdings and equity awards were converted into Fifth Third common stock or equivalent Fifth Third equity awards, eliminating her direct or indirect ownership of Comerica shares.

What was the Fifth Third share conversion rate for Comerica (CMA) stock in this Form 4?

Each share of Comerica common stock was converted into 1.8663 shares of Fifth Third common stock. This fixed exchange ratio applied at the merger’s effective time and governed how many Fifth Third shares holders like Jennifer H. Sampson received for their Comerica shares.