Comerica (CMA) EVP converts shares and options in Fifth Third merger

Rhea-AI Filing Summary

Comerica Inc. Executive Vice President Allysun C. Fleming reported the conversion of her equity holdings in connection with Comerica’s merger with Fifth Third Bancorp. On February 1, 2026, her 19,565 shares of Comerica common stock were disposed of as each Comerica share was converted into 1.8663 shares of Fifth Third common stock at the merger’s effective time.

In addition, Fleming’s employee stock options for 549 and 1,343 shares of Comerica common stock were similarly disposed of at a reported price of $0 and converted into corresponding options on Fifth Third common stock under the merger agreement. Following these transactions, she no longer beneficially owns any Comerica common shares. The last Nasdaq closing price for Fifth Third common stock 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

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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^*

Fleming Allysun C

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Vice President

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)		19,565	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
Employee Stock Option (right to buy)	(4)	02/01/2026		D(4)			549	(4)	(4)	Common Stock(4)	549	$0	0	D
Employee Stock Option (right to buy)	(4)	02/01/2026		D(4)			1,343	(4)	(4)	Common Stock(4)	1,343	$0	0	D

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 (the "Merger Agreement").

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.

4. 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).

Remarks:

	/s/ Steven Franklin, on behalf of Allysun C. Fleming 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 does the Allysun C. Fleming Form 4 show for Comerica (CMA)?

The Form 4 shows Executive Vice President Allysun C. Fleming disposed of Comerica common shares and stock options on February 1, 2026. These transactions occurred because Comerica completed its merger with Fifth Third Bancorp and all reported holdings were converted into Fifth Third equity.

How many Comerica (CMA) shares did Allysun C. Fleming dispose of in the merger?

Allysun C. Fleming disposed of 19,565 shares of Comerica common stock in connection with the merger. Each of those shares was converted into 1.8663 shares of Fifth Third common stock at the effective time of the transaction, rather than being sold for cash.

What happened to Allysun C. Fleming’s Comerica (CMA) stock options?

Her employee stock options covering 549 and 1,343 Comerica shares were reported as dispositions at a price of $0. At the effective time of the merger, each unexercised Comerica option converted into a corresponding option for Fifth Third common stock under the merger agreement.

Does Allysun C. Fleming still own Comerica (CMA) shares after the merger?

No. The filing states that, as a result of the merger with Fifth Third Bancorp, Allysun C. Fleming no longer beneficially owns, directly or indirectly, any shares of Comerica common stock. Her former Comerica equity interests were converted into Fifth Third equity at the merger’s effective time.

What was the Fifth Third share conversion ratio in the Comerica (CMA) merger?

Each share of Comerica common stock was converted into 1.8663 shares of Fifth Third common stock at the merger’s effective time. The filing also notes that Fifth Third common stock closed at $50.22 per share on the last trading day before that effective time.

Were Allysun C. Fleming’s Comerica (CMA) Form 4 transactions open-market sales?

No. The transactions are described as dispositions in connection with the merger between Comerica and Fifth Third Bancorp. Her shares and options were exchanged for Fifth Third equity, with the Form 4 listing a price of $0 for the reported dispositions.