Merger converts Comerica (NYSE: CMA) stock into Fifth Third shares

Rhea-AI Filing Summary

Comerica Inc. director Arthur G. Angulo disposed of 7,274 shares of Comerica common stock on February 1, 2026 as part of the company’s merger with Fifth Third Bancorp. At the merger’s effective time, each Comerica share was converted into 1.8663 shares of Fifth Third common stock.

All of Angulo’s Comerica equity awards were also converted into equivalent Fifth Third awards or Fifth Third common stock under the merger agreement. Following these transactions, he 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Angulo Arthur G

(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 Arthur G. Angulo 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Comerica (CMA) report for director Arthur G. Angulo?

Comerica reported that director Arthur G. Angulo disposed of 7,274 shares of Comerica common stock on February 1, 2026. The disposition occurred in connection with Comerica’s completed merger with Fifth Third Bancorp, where Comerica shares were converted into Fifth Third common stock.

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 at the merger’s effective time. This fixed stock-for-stock exchange ratio determined how many Fifth Third shares Comerica shareholders, including the director, received in the transaction.

What happened to Arthur G. Angulo’s Comerica (CMA) equity awards in the merger?

At the effective time, all Comerica equity awards held by Arthur G. Angulo were converted into either equivalent Fifth Third equity awards or shares of Fifth Third common stock. This treatment followed the terms of the previously filed Comerica–Fifth Third merger agreement.

Does director Arthur G. Angulo still own any Comerica (CMA) common stock after the merger?

After completion of the merger with Fifth Third, Arthur G. Angulo no longer beneficially owns any Comerica common stock. His previously held shares and equity awards were fully converted into Fifth Third equity, eliminating his direct or indirect ownership of Comerica shares.

What reference price was disclosed for Fifth Third stock in the Comerica (CMA) merger filing?

The filing 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 price provides context for the value received in the stock-for-stock conversion.

Why was the insider transaction in Comerica (CMA) shares coded as a disposition at $0?

The transaction was coded as a disposition at $0 because it reflects a conversion in a merger rather than an open-market sale for cash. Comerica shares were exchanged for Fifth Third shares under the merger terms, not sold for a per-share cash price.