Comerica Incorporated filings document the completed merger transactions that ended Comerica's separate corporate existence and changed the status of its public securities. The record includes Form 8-K material-event reports, a Form 25 for removal of common stock and Series B depositary shares from NYSE listing and registration, and Form 15 notices covering termination or suspension of Exchange Act reporting obligations.
The filings also describe Comerica's capital structure, including common stock and depositary shares representing interests in 6.875% fixed-rate reset non-cumulative perpetual preferred stock, Series B. Earlier disclosure categories include material agreements, shareholder voting matters, governance matters, operating and financial results, and other capital-structure updates.
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.
Comerica Inc.'s Senior EVP and CFO James J. Herzog reported the automatic disposition of all his Comerica common stock and stock options on February 1, 2026, when Comerica completed its merger with Fifth Third Bancorp.
Each share of Comerica common stock was converted into 1.8663 shares of Fifth Third common stock, based on a last pre‑merger Fifth Third share price of $50.22. Common shares held directly and indirectly through the Herzog Living Trust, as well as multiple employee stock option grants, were all converted or disposed of in connection with the merger. Following these transactions, Herzog no longer beneficially owns any Comerica common stock.
Comerica Inc. senior executive Von E. Hays reported merger-related changes to his holdings. On February 1, 2026, each share of Comerica common stock was converted into 1.8663 shares of Fifth Third Bancorp common stock at the merger’s effective time.
Hays disposed of 47,161 shares of Comerica common stock and multiple blocks of employee stock options (including 840, 1,085, 595, 1,220, and 2,438 options) at a reported price of $0 per option as they were converted. All Comerica equity awards and options were exchanged into equivalent Fifth Third equity awards or stock under the merger agreement, and Hays no longer beneficially owns Comerica common stock. These transactions are stated to be exempt from Section 16(b) under Rule 16b-3(e).
Comerica Inc. executive Megan D. Crespi, SEVP & COO, reported merger-related changes to her holdings. Effective February 1, 2026, Comerica completed its previously announced merger with Fifth Third Bancorp. Each share of Comerica common stock was converted into 1.8663 shares of Fifth Third common stock.
Crespi disposed of 79,384 shares of Comerica common stock and multiple employee stock options in connection with this merger, with the positions converted into equivalent Fifth Third equity awards or Fifth Third 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 was $50.22 on the last trading day before the effective time.
Comerica Sr EVP & Chief Credit Officer Melinda A. Chausse reported the disposition of her Comerica common stock and stock options on February 1, 2026. The changes occurred when Comerica completed its previously announced merger with Fifth Third Bancorp at 12:01 a.m. ET.
Each share of Comerica common stock with $5.00 par value was converted into 1.8663 shares of Fifth Third common stock. Her 86,023 directly held Comerica common shares and several employee stock options were all treated as dispositions in connection with this merger.
All equity awards and options were converted into equivalent Fifth Third equity awards or Fifth Third common stock under the merger agreement, and 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.
Comerica Inc. Executive Vice President Larry E. Franco reported the disposition of 10,641 shares of Comerica common stock on February 1, 2026. The transaction is shown at a price of $0.00 per share because it occurred as part of an all-stock merger.
At 12:01 a.m. ET on February 1, 2026, Comerica completed its previously announced merger with Fifth Third Bancorp, and each Comerica share was converted into 1.8663 shares of Fifth Third common stock. As a result, Franco no longer beneficially owns any Comerica common shares. Fifth Third common stock closed at $50.22 per share on the last trading day before the merger became effective.
Comerica Inc. executive vice president James McGregor Carr reported the automatic conversion of his Comerica holdings in connection with the company’s merger with Fifth Third Bancorp. On February 1, 2026, all 43,414 shares of Comerica common stock shown in the filing were disposed of as part of the merger, with each share converted into 1.8663 shares of Fifth Third common stock.
The filing also shows multiple employee stock options, each originally giving the right to buy Comerica common stock, coded as dispositions on the same date. According to the footnotes, these options were converted into corresponding Fifth Third equity awards under the merger agreement. As a result of the merger, Carr no longer beneficially owns any Comerica common shares. The footnotes note that Fifth Third common stock closed at $50.22 per share on the last trading day before the effective time.
Comerica Inc. executive Megan D. Burkhart reported the conversion of her Comerica holdings in connection with the company’s merger with Fifth Third Bancorp. On February 1, 2026, 83,853 shares of Comerica common stock were dispositioned as each share was converted into 1.8663 shares of Fifth Third common stock at the merger’s effective time.
All of Burkhart’s outstanding employee stock options on Comerica stock were also dispositioned and converted into corresponding Fifth Third equity awards or Fifth Third common stock under the merger agreement. Following these transactions, she no longer beneficially owns any Comerica common shares. The filing notes these moves are exempt from Section 16(b) under Rule 16b-3(e). The closing price of Fifth Third common stock before the effective time was $50.22 per share.
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.
Comerica Executive Vice President Corey R. Bailey reported the automatic disposition of his Comerica common stock and stock options in connection with the completed merger with Fifth Third Bancorp effective February 1, 2026. Each Comerica share was converted into 1.8663 shares of Fifth Third common stock.
The filing shows 44,230 shares of Comerica common stock disposed of at a reported price of $0. Following these transactions, Bailey no longer beneficially owns any Comerica common stock, and his outstanding employee stock options were converted into corresponding options over Fifth Third common stock under the merger agreement.