Comerica (NYSE: CMA) SEVP reports stock and option conversion in Fifth Third merger

Rhea-AI Filing Summary

Comerica Inc. executive Kristina E. Janssens, SEVP and Chief Risk Officer, reported the disposition of all her Comerica common stock and stock options due to the company’s merger with Fifth Third Bancorp. On February 1, 2026, 18,887 shares of Comerica common stock and 1,225 employee stock options were converted in connection with the merger, at no cash price on this Form 4.

Each share of Comerica common stock was converted into 1.8663 shares of Fifth Third common stock at the merger’s effective time. All equity awards and options held by Janssens were converted into equivalent Fifth Third equity awards or common stock under the merger agreement. As a result, she no longer beneficially owns any Comerica common shares. The closing price of Fifth Third common stock on the last trading day before the effective time was $50.22 per share.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Janssens Kristina E.

Role SEVP - Chief Risk Officer

Type	Security	Shares	Price	Value
Disposition	Employee Stock Option (right to buy)	1,225	$0.00	--
Disposition	Common Stock	18,887	$0.00	--

Holdings After Transaction: Employee Stock Option (right to buy) — 0 shares (Direct); 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 (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).

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^*

Janssens Kristina E.

(Last) (First) (Middle)

36455 CORPORATE DR.

(Street)

FARMINGTON HILLS MI 48331

(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)
	SEVP - Chief Risk 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)		18,887	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)			1,225	(4)	(4)	Common Stock(4)	1,225	$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 Kristina E. Janssens 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 did Comerica (CMA) insider Kristina E. Janssens report on her Form 4?

Kristina E. Janssens reported the disposition of all her Comerica common stock and stock options. On February 1, 2026, 18,887 common shares and 1,225 employee stock options were converted in connection with Comerica’s merger with Fifth Third Bancorp, leaving her with no Comerica shares.

Why were Kristina E. Janssens’ Comerica (CMA) shares and options disposed of?

The dispositions occurred automatically as part of Comerica’s merger with Fifth Third Bancorp. At the merger’s effective time, each Comerica share converted into Fifth Third common stock, and all of Janssens’ equity awards and options were converted under the merger agreement terms.

How many Comerica (CMA) shares did Kristina E. Janssens dispose of in this filing?

She disposed of 18,887 shares of Comerica common stock. The Form 4 shows this as a disposition at a reported price of $0 for Form 4 purposes, reflecting a conversion in the merger rather than an open-market sale for cash.

What happened to Kristina E. Janssens’ Comerica (CMA) stock options in the merger?

Her 1,225 employee stock options were converted into options on Fifth Third common stock. Each outstanding and unexercised Comerica option became a corresponding Fifth Third option at the merger’s effective time, consistent with the merger agreement provisions described in the filing footnotes.

Does Kristina E. Janssens still beneficially own any Comerica (CMA) common stock after the merger?

No, she no longer beneficially owns any Comerica common stock. The footnotes state that, as a result of the completed merger with Fifth Third Bancorp, she no longer directly or indirectly holds Comerica common shares following the conversion of her holdings.

What was the share conversion ratio in the Comerica (CMA) and Fifth Third merger?

Each Comerica common share was converted into 1.8663 shares of Fifth Third common stock. This ratio applied at 12:01 a.m. ET on February 1, 2026, the effective time of the merger, as referenced in the explanatory footnotes to the Form 4.

What price reference for Fifth Third stock is mentioned in the Comerica (CMA) Form 4?

The filing cites a Fifth Third common stock price of $50.22 per share. This was the closing price on the Nasdaq Stock Market LLC on the last trading day before the merger’s effective time, providing context for the value of the converted Comerica shares.