Comerica (NYSE: CMA) EVP converts shares and options in Fifth Third merger

Rhea-AI Filing Summary

Comerica EVP Wendy Bridges reported merger-related changes to her holdings following Comerica’s combination with Fifth Third Bancorp. On February 1, 2026, her 35,999 shares of Comerica common stock were disposed of in the merger, with each share converted into 1.8663 shares of Fifth Third common stock.

On the same date, multiple employee stock options covering 825, 1,185, 1,195, 758, and 1,313 shares of Comerica common stock were also disposed of and converted into corresponding Fifth Third options under the merger agreement. After these transactions, she no longer beneficially owns any Comerica common shares.

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^*

Bridges Wendy

(Last) (First) (Middle)

1717 MAIN STREET

(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)
	EVP

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)		35,999	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)			825	(4)	(4)	Common Stock(4)	825	$0	0	D
Employee Stock Option (right to buy)	(4)	02/01/2026		D(4)			1,185	(4)	(4)	Common Stock(4)	1,185	$0	0	D
Employee Stock Option (right to buy)	(4)	02/01/2026		D(4)			1,195	(4)	(4)	Common Stock(4)	1,195	$0	0	D
Employee Stock Option (right to buy)	(4)	02/01/2026		D(4)			758	(4)	(4)	Common Stock(4)	758	$0	0	D
Employee Stock Option (right to buy)	(4)	02/01/2026		D(4)			1,313	(4)	(4)	Common Stock(4)	1,313	$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 Wendy Bridges 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Comerica (CMA) report for EVP Wendy Bridges?

Comerica reported that EVP Wendy Bridges disposed of 35,999 shares of Comerica common stock on February 1, 2026. The disposition occurred entirely in connection with Comerica’s completed merger with Fifth Third Bancorp, not through an open market sale.

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. The filing also notes Fifth Third’s closing price of $50.22 per share on the last trading day before the effective time.

What happened to Wendy Bridges’ Comerica stock options in the merger?

At the effective time, all outstanding Comerica stock options held by Wendy Bridges were converted into corresponding options on Fifth Third common stock. Reported option grants covering 825, 1,185, 1,195, 758, and 1,313 shares were all treated this way under the merger agreement.

Does Wendy Bridges still own Comerica (CMA) stock after the merger?

According to the filing, Wendy Bridges no longer beneficially owns any shares of Comerica common stock after the merger. All her Comerica shares and stock options were converted into Fifth Third common stock or Fifth Third equity awards at the merger’s effective time.

Was the Comerica EVP’s Form 4 transaction a market sale?

No. The Form 4 explains that all reported dispositions were made in connection with the merger between Comerica and Fifth Third. Her common shares and options were converted based on the merger terms, rather than sold directly on the open market.

Were the Comerica insider’s option transactions subject to Section 16(b)?

The filing states that all option-related transactions are exempt from Section 16(b) under Rule 16b-3(e). Each outstanding and unexercised Comerica stock option became a corresponding option for Fifth Third common stock, consistent with the merger agreement’s terms.