Bailey Corey R 4
4 · COMERICA INC · Filed Feb 3, 2026
Research Summary
AI-generated summary of this filing
Comerica EVP Corey Bailey Disposes Shares in Merger
What Happened
Corey R. Bailey, Executive Vice President of Comerica Inc. (CMA), recorded dispositions of a total of 53,485 Comerica common shares (including derivative awards) on February 1, 2026. The transactions are shown at $0 per share because they were dispositions to the issuer in connection with Comerica’s merger into Fifth Third Bancorp; each Comerica share was converted into 1.8663 shares of Fifth Third common stock. Using Fifth Third’s last trading-day closing price of $50.22, the converted position is roughly worth about $5.0 million.
Key Details
- Transaction date: February 1, 2026; Form 4 filed February 3, 2026 (timely filed).
- Reported dispositions: 44,230 shares (direct) plus 9,255 shares from derivative/equity award conversions, total 53,485 shares. All reported at $0.00 per share because they were converted in the merger.
- Conversion terms: Each Comerica share converted into 1.8663 shares of Fifth Third common stock (per Form 8‑K). Fifth Third closing price on the last trading day before the effective time: $50.22.
- Shares owned after transaction: The reporting person no longer beneficially owns any Comerica common stock (per footnote).
- Other notes: Equity awards and options were converted into equivalent Fifth Third awards or options per the merger agreement; transactions are exempt from Section 16(b) under Rule 16b‑3(e).
Context
These were not open‑market sales but corporate‑merger conversions—Comerica shares and related equity awards were converted/settled into Fifth Third securities under the merger agreement. For retail investors, this is a routine corporate action (disposition to the issuer due to a merger) rather than an insider selling into the market; the economic exposure continued as converted Fifth Third shares/options.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2][F3]2026-02-01−44,230→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
[F4]2026-02-01−2,540→ 0 total→ Common Stock (2,540 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F4]2026-02-01−1,560→ 0 total→ Common Stock (1,560 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F4]2026-02-01−1,140→ 0 total→ Common Stock (1,140 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F4]2026-02-01−1,490→ 0 total→ Common Stock (1,490 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F4]2026-02-01−1,362→ 0 total→ Common Stock (1,362 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F4]2026-02-01−643→ 0 total→ Common Stock (643 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F4]2026-02-01−520→ 0 total→ Common Stock (520 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).