Comerica (NYSE: CMA) director exits stake as shares convert in Fifth Third merger

Rhea-AI Filing Summary

Comerica Inc. director Robert S. Taubman reported the conversion of his entire Comerica stake as part of the company’s merger with Fifth Third Bancorp. On February 1, 2026, each share of Comerica common stock was converted into 1.8663 shares of Fifth Third common stock.

Taubman disposed of 67,416 shares of Comerica common stock and 319 restricted stock units at an effective price of $0 per share because they were exchanged in the merger rather than sold for cash. Following these transactions, he no longer beneficially owns any Comerica common stock. The filing notes the Nasdaq closing price of Fifth Third common stock before the merger 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^*

TAUBMAN ROBERT S

(Last) (First) (Middle)

1717 MAIN STREET

MC 6404

(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)		67,416	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
Restricted Stock Units	(4)	02/01/2026		D(4)			319	(4)	(4)	Common Stock(4)	319	$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.

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 restricted stock unit converted into the right to receive a number of shares of Fifth Third Common Stock plus cash calculated 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 Robert S. Taubman 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 Robert S. Taubman report for Comerica (CMA)?

Robert S. Taubman reported the conversion and disposition of his entire Comerica stake in connection with its merger with Fifth Third Bancorp. This included 67,416 common shares and 319 restricted stock units exchanged for Fifth Third common stock rather than sold for cash.

How many Comerica (CMA) shares did the director dispose of in the merger?

The director disposed of 67,416 shares of Comerica common stock in the merger with Fifth Third Bancorp. These shares were converted into Fifth Third common stock under the merger agreement, rather than sold for cash, and are reported at an effective transaction price of $0 per share.

What happened to Robert Taubman’s Comerica (CMA) restricted stock units?

His 319 restricted stock units were converted at the merger’s effective time into rights to receive Fifth Third common stock plus cash. This followed the terms of the merger agreement, and after the conversion he no longer beneficially owns any Comerica derivative equity awards or common shares.

What was the Comerica (CMA) and Fifth Third share exchange ratio?

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 determined how many Fifth Third shares Comerica shareholders, including the director, received for each Comerica share they previously held.

Does Robert S. Taubman still own any Comerica (CMA) stock after the merger?

He no longer beneficially owns any Comerica common stock following the merger with Fifth Third Bancorp. All his Comerica shares and restricted stock units were converted into Fifth Third common stock and related cash consideration in line with the merger agreement’s terms.

What reference price is disclosed for Fifth Third stock in this Comerica (CMA) filing?

The filing notes a Fifth Third common stock closing price of $50.22 per share on Nasdaq on the last trading day before the merger’s effective time. This market price provides context for the value Comerica shareholders received through the 1.8663-to-1 share exchange ratio.