Comerica (CMA) EVP Weber’s shares and options convert in Fifth Third merger

Rhea-AI Filing Summary

Comerica Inc. Executive Vice President James Harry Weber reported the automatic disposition of his Comerica common stock and stock options in connection with the company’s completed merger with Fifth Third Bancorp. On February 1, 2026, 31,203 shares of Comerica common stock were disposed of at a reported price of $0 as they were converted into Fifth Third common stock under the merger terms.

On the same date, four employee stock option grants covering 995, 1,480, 940, and 1,632 shares of Comerica common stock were also disposed of at a reported price of $0, each converting into corresponding Fifth Third stock options pursuant to the merger agreement. Each Comerica share was converted into 1.8663 shares of Fifth Third common stock, and the Fifth Third stock closed at $50.22 per share on the last trading day before the effective time. As a result of the merger, Weber no longer beneficially owns any Comerica common stock.

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^*

WEBER JAMES HARRY

(Last) (First) (Middle)

1717 MAIN STREET

MC 6503

(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)
	Executive Vice President

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)		31,203	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)			995	(4)	(4)	Common Stock(4)	995	$0	0	D
Employee Stock Option (right to buy)	(4)	02/01/2026		D(4)			1,480	(4)	(4)	Common Stock(4)	1,480	$0	0	D
Employee Stock Option (right to buy)	(4)	02/01/2026		D(4)			940	(4)	(4)	Common Stock(4)	940	$0	0	D
Employee Stock Option (right to buy)	(4)	02/01/2026		D(4)			1,632	(4)	(4)	Common Stock(4)	1,632	$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 H. Weber 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 Comerica (CMA) disclose for James Harry Weber?

Comerica disclosed that Executive Vice President James Harry Weber disposed of 31,203 shares of Comerica common stock and several stock option grants on February 1, 2026. These transactions were tied to Comerica’s merger with Fifth Third Bancorp and reflect automatic conversions, not open-market sales.

Why did James Harry Weber’s Comerica (CMA) shares show a $0 transaction price?

The $0 transaction price reflects that Weber’s 31,203 Comerica shares were not sold for cash but converted into Fifth Third common stock under the merger agreement. The disposition is purely mechanical, linked to the merger, rather than a discretionary market trade for proceeds.

How were Comerica (CMA) shares converted in the Fifth Third merger?

At the effective time of the merger, each share of Comerica common stock with $5.00 par value was converted into 1.8663 shares of Fifth Third common stock. The filing notes Fifth Third’s stock closed at $50.22 per share on the last trading day before this effective time.

What happened to James Harry Weber’s Comerica (CMA) stock options?

At the merger effective time, each outstanding and unexercised Comerica stock option converted into a corresponding option for Fifth Third common stock. The Form 4 lists option positions over 995, 1,480, 940, and 1,632 shares, all shown as disposed and replaced under the merger terms.

Does James Harry Weber still own Comerica (CMA) stock after the merger?

No. The filing states that, as a result of the merger with Fifth Third Bancorp, James Harry Weber no longer beneficially owns, directly or indirectly, any shares of Comerica common stock. His economic exposure moved to Fifth Third equity and equity awards instead.

Were James Harry Weber’s Comerica (CMA) transactions exempt from short-swing profit rules?

Yes. The filing explains that each outstanding and unexercised stock option converted into a Fifth Third option at the effective time and that all transactions are exempt from Section 16(b) under Rule 16b-3(e). This recognizes their treatment as compensation-related, merger-driven adjustments.