Comerica (NYSE: CMA) CLO stock and options convert in Fifth Third deal

Rhea-AI Filing Summary

Comerica Inc. senior executive Von E. Hays reported merger-related changes to his holdings. On February 1, 2026, each share of Comerica common stock was converted into 1.8663 shares of Fifth Third Bancorp common stock at the merger’s effective time.

Hays disposed of 47,161 shares of Comerica common stock and multiple blocks of employee stock options (including 840, 1,085, 595, 1,220, and 2,438 options) at a reported price of $0 per option as they were converted. All Comerica equity awards and options were exchanged into equivalent Fifth Third equity awards or stock under the merger agreement, and Hays no longer beneficially owns Comerica common stock. These transactions are stated to be exempt from Section 16(b) under Rule 16b-3(e).

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^*

Hays Von E

(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)
	Sr EVP and Chief Legal Officer

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)		47,161	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)			840	(4)	(4)	Common Stock(4)	840	$0	0	D
Employee Stock Option (right to buy)	(4)	02/01/2026		D(4)			1,085	(4)	(4)	Common Stock(4)	1,085	$0	0	D
Employee Stock Option (right to buy)	(4)	02/01/2026		D(4)			595	(4)	(4)	Common Stock(4)	595	$0	0	D
Employee Stock Option (right to buy)	(4)	02/01/2026		D(4)			1,220	(4)	(4)	Common Stock(4)	1,220	$0	0	D
Employee Stock Option (right to buy)	(4)	02/01/2026		D(4)			2,438	(4)	(4)	Common Stock(4)	2,438	$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 Von E. Hays 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.
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FAQ

What insider transaction did Comerica (CMA) report for Von E. Hays?

Comerica reported that Sr EVP and Chief Legal Officer Von E. Hays disposed of 47,161 shares of common stock and several employee stock option grants on February 1, 2026, as part of Comerica’s merger into Fifth Third Bancorp and the related equity conversion.

Why did Von E. Hays’ Comerica (CMA) shares show as disposed at $0?

The Form 4 shows a transaction code D at a price of $0 because the common shares and stock options were converted into Fifth Third Bancorp equity at the merger’s effective time, rather than sold for cash, reflecting a structural exchange instead of an open-market sale.

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 12:01 a.m. ET on February 1, 2026. The closing price of Fifth Third common stock before effectiveness was $50.22 per share on the Nasdaq Stock Market LLC.

What happened to Von E. Hays’ Comerica (CMA) stock options?

At the merger’s effective time, each outstanding and unexercised Comerica employee stock option held by Von E. Hays was converted into a corresponding option for Fifth Third common stock, consistent with the merger agreement terms, and the transactions are noted as exempt under Rule 16b-3(e).

Does Von E. Hays still beneficially own Comerica (CMA) stock after the merger?

The filing states that, as a result of the merger with Fifth Third Bancorp, Von E. Hays no longer beneficially owns, directly or indirectly, any shares of Comerica’s common stock. His prior Comerica equity interests converted into Fifth Third common stock or equivalent Fifth Third equity awards.