Comerica (NYSE: CMA) director logs 73,864-share merger swap

Rhea-AI Filing Summary

Comerica director Roger A. Cregg reported the disposition of 73,864 shares of Comerica common stock in connection with Comerica’s merger with Fifth Third Bancorp. At 12:01 a.m. on February 1, 2026, each Comerica share was converted into 1.8663 shares of Fifth Third common stock. As a result of this stock-for-stock merger conversion, Cregg no longer beneficially owns any Comerica common shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider CREGG ROGER A

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	73,864	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (1)

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. As a result of the merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of the issuer's common stock.

Form 4 Insider Transactions: What Each Field Means →

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

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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^*

CREGG ROGER A

(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)		73,864	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

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.

Remarks:

	/s/ Steven Franklin, on behalf of Roger A. Cregg 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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FAQ

What insider transaction did Comerica (CMA) report for Roger A. Cregg?

Comerica director Roger A. Cregg reported a disposition of 73,864 shares of Comerica common stock. The shares were converted into Fifth Third Bancorp common stock as part of the completed merger, leaving him with no remaining Comerica common share ownership.

Why were Roger A. Cregg’s Comerica (CMA) shares reported at a price of $0?

The Form 4 shows a $0 price because Cregg’s 73,864 Comerica shares were not sold for cash but converted into Fifth Third common stock. This reflects a stock-for-stock merger exchange rather than an open-market sale or cash transaction.

How did the Fifth Third merger affect Comerica (CMA) director equity holdings?

At the merger’s effective time, each Comerica share converted into 1.8663 shares of Fifth Third common stock. All equity awards held by the director were similarly converted into equivalent Fifth Third awards or stock under the merger agreement’s terms filed previously.

Does Roger A. Cregg still own any Comerica (CMA) shares after the merger?

No. The filing states that, as a result of the merger with Fifth Third, Roger A. Cregg no longer beneficially owns, directly or indirectly, any shares of Comerica common stock. His economic exposure shifted to Fifth Third common stock received in the conversion.

What exchange ratio was used to convert Comerica (CMA) shares in the Fifth Third merger?

Each share of Comerica common stock with $5.00 par value was converted into 1.8663 shares of Fifth Third common stock with no par value. This fixed exchange ratio determined how many Fifth Third shares each Comerica shareholder, including the director, received.

What was the reference market price for Fifth Third stock in this Comerica (CMA) Form 4?

The Form 4 notes that Fifth Third common stock closed at $50.22 per share on the Nasdaq Stock Market on the last trading day before the effective time. This market price provides context for valuing the Comerica-for–Fifth Third share conversion.