FARMER CURTIS C 4
4 · COMERICA INC · Filed Feb 3, 2026
Research Summary
AI-generated summary of this filing
COMERICA (CMA) CEO Curtis Farmer Disposes Shares in Fifth Third Merger
What Happened
Curtis C. Farmer, Chairman, President & CEO of Comerica Inc. (CMA), reported dispositions on February 1, 2026 related to the company’s merger with Fifth Third Bancorp. The Form 4 lists a disposal of 487,088 Comerica common shares plus nine derivative/award-related dispositions (29,660; 24,400; 16,865; 20,410; 25,030; 6,700; 6,605; 4,935; 4,272), totaling 625,965 Comerica shares. The filing shows $0 cash proceeds because these were conversions/dispositions in connection with the merger — each Comerica share converted into 1.8663 shares of Fifth Third common stock. Using Fifth Third’s last-trade price of $50.22 before the Effective Time, the converted position equals roughly 1,168,238 Fifth Third shares (approx. $58.7 million).
Key Details
- Transaction date: February 1, 2026 (Effective Time of merger).
- Reported proceeds on Form 4: $0 (dispositions were part of the merger conversion, not open-market sales).
- Conversion ratio: 1.8663 Fifth Third shares per Comerica share (per merger agreement).
- Approximate post-conversion Fifth Third shares: ~1,168,238; implied value using $50.22 close: ~ $58.7M.
- Shares owned after transaction: Reporting person no longer beneficially owns any Comerica common stock (Footnote F3).
- Other notes: Equity awards and unexercised options were converted to Fifth Third awards or options per the merger agreement (F2, F4). Transactions exempt from Section 16(b) pursuant to Rule 16b‑3(e).
- Filing timeliness: Form 4 filed Feb 3, 2026 for a Feb 1 transaction (no late filing flag).
Context
These were dispositions tied to the corporate merger and share-conversion process — not open-market sales for cash. Derivative/award entries reflect conversion of existing equity awards and options into Fifth Third-equivalent awards or stock under the merger terms, rather than exercises or gifts.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2][F3]2026-02-01−487,088→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
[F4]2026-02-01−29,660→ 0 total→ Common Stock (29,660 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F4]2026-02-01−24,400→ 0 total→ Common Stock (24,400 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F4]2026-02-01−16,865→ 0 total→ Common Stock (16,865 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F4]2026-02-01−20,410→ 0 total→ Common Stock (20,410 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F4]2026-02-01−25,030→ 0 total→ Common Stock (25,030 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F4]2026-02-01−6,700→ 0 total→ Common Stock (6,700 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F4]2026-02-01−6,605→ 0 total→ Common Stock (6,605 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F4]2026-02-01−4,935→ 0 total→ Common Stock (4,935 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F4]2026-02-01−4,272→ 0 total→ Common Stock (4,272 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).