Fleming Allysun C 4

4 · COMERICA INC · Filed Feb 3, 2026

AI-generated summary of this filing

Updated Feb 3, 2026

Comerica EVP Allysun C. Fleming Converts 21,457 Shares in Fifth Third Merger

What Happened

Allysun C. Fleming, Executive Vice President of Comerica Inc. (CMA), had 21,457 shares of Comerica common stock disposed/converted on Feb 1, 2026. The Form 4 shows three dispositions to the issuer: 19,565 shares and two derivative items of 549 and 1,343 shares, each reported with $0 consideration because they were converted as part of Comerica’s merger with Fifth Third Bancorp.
Under the merger terms, each Comerica share converted into 1.8663 shares of Fifth Third common stock. That conversion equals about 40,046 Fifth Third shares in total; using Fifth Third’s last-trading-day close of $50.22 (per the filing) gives an approximate market value of ~$2.01 million. These were merger-driven conversions, not open-market sales.

Key Details

Transaction date: February 1, 2026 (Effective Time of the merger).
Reported consideration: $0 (conversion under merger terms).
Shares reported disposed: 19,565 (plus derivative dispositions of 549 and 1,343) = 21,457 total Comerica shares.
Conversion rate: 1.8663 Fifth Third shares per Comerica share (per filing).
Approximate resulting Fifth Third shares: ~40,046; approximate value at $50.22 close: ~$2.01M.
Shares owned after transaction: 0 Comerica common shares (reporting person no longer beneficially owns Comerica stock).
Footnotes: equity awards and options were converted into Fifth Third awards or Fifth Third common stock per the merger agreement; options converted to corresponding Fifth Third options; transactions exempt from Section 16(b) under Rule 16b-3(e).
Filing date: February 3, 2026 — filed within the normal two-business-day Form 4 window (timely).

Context

The derivative dispositions reflect conversion of equity awards/options into Fifth Third securities under the merger agreement, not separate market sales. Because these are merger conversions, the $0 on the Form 4 represents non-cash consideration (share exchange). Such filings document the mechanics of the merger and do not, by themselves, indicate insider buying or selling sentiment.

Form 4Exit

Period: 2026-02-01

Executive Vice President

Transactions

Disposition to Issuer
Common Stock
[F1][F2][F3]
2026-02-01−19,565→ 0 total
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−549→ 0 total
→ Common Stock (549 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−1,343→ 0 total
→ Common Stock (1,343 underlying)

Footnotes (4)

[F1]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.
[F2]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").
[F3]As a result of the merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of the issuer's common stock.
[F4]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).

Signature

/s/ Steven Franklin, on behalf of Allysun C. Fleming through Power of Attorney|2026-02-03

1 file