Comerica CFO exits stake as Fifth Third merger closes

Comerica Inc.'s Senior EVP and CFO James J. Herzog reported the automatic disposition of all his Comerica common stock and stock options on February 1, 2026, when Comerica completed its merger with Fifth Third Bancorp.

Rhea-AI Filing Summary

Comerica Inc.'s Senior EVP and CFO James J. Herzog reported the automatic disposition of all his Comerica common stock and stock options on February 1, 2026, when Comerica completed its merger with Fifth Third Bancorp.

Each share of Comerica common stock was converted into 1.8663 shares of Fifth Third common stock, based on a last pre‑merger Fifth Third share price of $50.22. Common shares held directly and indirectly through the Herzog Living Trust, as well as multiple employee stock option grants, were all converted or disposed of in connection with the merger. Following these transactions, Herzog no longer beneficially owns any Comerica common stock.

Insider Trade Summary

Disposition: 131,478 shares

Disposition 7 txns

Insider Herzog James J

Role Senior EVP and CFO

Type	Security	Shares	Price	Value
Disposition	Employee Stock Option (right to buy)	905	$0.00	$0.00
Disposition	Employee Stock Option (right to buy)	1,240	$0.00	$0.00
Disposition	Employee Stock Option (right to buy)	4,820	$0.00	$0.00
Disposition	Employee Stock Option (right to buy)	3,173	$0.00	$0.00
Disposition	Employee Stock Option (right to buy)	5,933	$0.00	$0.00
Disposition	Common Stock	86,569	$0.00	$0.00
Disposition	Common Stock	28,838	$0.00	$0.00

Holdings After Transaction: Employee Stock Option (right to buy) — 0 contracts (Direct); Common Stock — 0 shares (Direct); Common Stock — 0 shares (Indirect, Herzog Living Trust)

Footnotes (4)

1. F1. 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. F2. 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. F3. 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. F4. 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

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What did Comerica (CMA) CFO James J. Herzog report in this Form 4?

He reported the disposition of all Comerica common stock and stock options on February 1, 2026, due to Comerica’s completed merger with Fifth Third Bancorp. The transactions reflect automatic conversion under the merger terms rather than open-market trading.

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 exchange ratio applied uniformly to the reported holdings in connection with the transaction’s completion.

What happened to James J. Herzog’s Comerica stock options in this filing?

All outstanding and unexercised employee stock options reported for James J. Herzog were disposed of and converted into corresponding options for Fifth Third common stock. The conversion followed terms in the previously disclosed merger agreement between Comerica and Fifth Third.

Does James J. Herzog still own any Comerica (CMA) common stock after the merger?

No. The filing states that, as a result of the merger, he no longer beneficially owns any Comerica common stock, directly or indirectly. All reported holdings were converted or disposed of at the merger’s effective time.

How were Comerica shares held through the Herzog Living Trust treated?

Comerica common stock held indirectly through the Herzog Living Trust was also reported as disposed of on February 1, 2026. Those trust-held shares were converted into Fifth Third common stock under the same 1.8663 exchange ratio as other Comerica shares.

What price reference is given for Fifth Third shares in this Form 4?

The filing notes that Fifth Third common stock closed at $50.22 per share on the last trading day before the merger’s effective time. This reference price provides context for the value of the Comerica share conversions.

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Accepted by SEC EDGAR 02/03/2026 - 04:28 PM Learn about SEC filing dates

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^*

Herzog James J

(Last) (First) (Middle)

1717 MAIN STREET

MC 6500

(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)
	Senior EVP and CFO

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)		86,569	D	$0(1)(2)	0(3)	D
Common Stock	02/01/2026		D(1)		28,838	D	$0(1)	0(3)	I	Herzog Living Trust

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)			905	(4)	(4)	Common Stock(4)	905	$0	0	D
Employee Stock Option (right to buy)	(4)	02/01/2026		D(4)			1,240	(4)	(4)	Common Stock(4)	1,240	$0	0	D
Employee Stock Option (right to buy)	(4)	02/01/2026		D(4)			4,820	(4)	(4)	Common Stock(4)	4,820	$0	0	D
Employee Stock Option (right to buy)	(4)	02/01/2026		D(4)			3,173	(4)	(4)	Common Stock(4)	3,173	$0	0	D
Employee Stock Option (right to buy)	(4)	02/01/2026		D(4)			5,933	(4)	(4)	Common Stock(4)	5,933	$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 James J. Herzog 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.
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