Comerica (NYSE: CMA) SEVP exits CMA stake in Fifth Third merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Comerica Inc. executive Megan D. Burkhart reported the conversion of her Comerica holdings in connection with the company’s merger with Fifth Third Bancorp. On February 1, 2026, 83,853 shares of Comerica common stock were dispositioned as each share was converted into 1.8663 shares of Fifth Third common stock at the merger’s effective time.
All of Burkhart’s outstanding employee stock options on Comerica stock were also dispositioned and converted into corresponding Fifth Third equity awards or Fifth Third common stock under the merger agreement. Following these transactions, she no longer beneficially owns any Comerica common shares. The filing notes these moves are exempt from Section 16(b) under Rule 16b-3(e). The closing price of Fifth Third common stock before the effective time was $50.22 per share.
Positive
- None.
Negative
- None.
Insider Trade Summary
9 transactions reported
Mixed
9 txns
Insider
Burkhart Megan D
Role
SEVP & Chief Admin Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Employee Stock Option (right to buy) | 4,800 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 3,905 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 2,410 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 3,770 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 4,145 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 2,265 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 1,615 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 2,050 | $0.00 | -- |
| Disposition | Common Stock | 83,853 | $0.00 | -- |
Holdings After Transaction:
Employee Stock Option (right to buy) — 0 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (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. 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"). As a result of the merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of the issuer's common stock. 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).
FAQ
What did Comerica (CMA) executive Megan D. Burkhart report on this Form 4?
Megan D. Burkhart reported merger-related dispositions of all her Comerica equity. Her Comerica common shares and employee stock options were converted into Fifth Third Bancorp equity at the merger’s effective time, leaving her with no remaining beneficial ownership of Comerica common stock after February 1, 2026.
What happened to Megan Burkhart’s Comerica stock options in the Fifth Third merger?
All of Burkhart’s Comerica employee stock options were converted at the merger’s effective time. Each outstanding unexercised option became a corresponding option for Fifth Third common stock, or Fifth Third shares, in line with the merger agreement’s terms governing equity award conversion.
Does Megan Burkhart still own any Comerica (CMA) common stock after the merger?
No, she no longer beneficially owns any Comerica common stock. The Form 4 footnotes state that, as a result of the completed merger and related equity conversions, Burkhart holds no direct or indirect beneficial ownership in Comerica common shares following February 1, 2026.
What price reference was provided for Fifth Third stock in this insider filing?
The filing cites a Fifth Third common stock price of $50.22 per share. This was the closing price on the Nasdaq Stock Market on the last trading day before the merger’s effective time and is provided as a reference in the footnotes to the Form 4.