Comerica (CMA) CEO exits holdings as Fifth Third merger closes
Rhea-AI Filing Summary
Comerica’s Chairman, President and CEO Curtis C. Farmer reported the disposition of his Comerica common stock and stock options in connection with the company’s completed merger with Fifth Third Bancorp.
At the Effective Time of the merger on February 1, 2026, each share of Comerica common stock was converted into 1.8663 shares of Fifth Third common stock. Farmer’s Form 4 shows 487,088 shares of Comerica common stock and multiple employee stock option awards reported as disposed at a price of $0, reflecting their conversion rather than a market sale.
According to the footnotes, all of Farmer’s Comerica equity awards were converted into equivalent Fifth Third equity or Fifth Third common stock under the merger agreement, and he no longer beneficially owns any Comerica common shares. Fifth Third common stock last traded at $50.22 per share on the Nasdaq before the Effective Time.
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Insights
CEO’s Comerica equity is mechanically converted into Fifth Third securities as the merger closes.
The filing shows Curtis C. Farmer, Comerica’s Chairman, President and CEO, disposing of 487,088 Comerica common shares and multiple stock option grants at a stated price of $0 per share. Footnotes explain these are not open-market sales but automatic conversions tied to the merger with Fifth Third Bancorp.
Each Comerica share converted into 1.8663 Fifth Third common shares at the merger’s Effective Time on February 1, 2026, and all outstanding stock options became options on Fifth Third stock under the merger agreement. After this conversion, Farmer no longer beneficially owns any Comerica common stock, consistent with Comerica being absorbed into Fifth Third.
The noted $50.22 closing price of Fifth Third common stock on the last trading day before the Effective Time provides a reference value for the stock that Comerica shareholders, including Farmer, received. The transactions are described as exempt from Section 16(b) under Rule 16b-3(e), underscoring their treatment as merger-related equity adjustments rather than discretionary trading.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Employee Stock Option (right to buy) | 29,660 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 24,400 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 16,865 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 20,410 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 25,030 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 6,700 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 6,605 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 4,935 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 4,272 | $0.00 | -- |
| Disposition | Common Stock | 487,088 | $0.00 | -- |
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).
