Bridges Wendy 4
4 · COMERICA INC · Filed Feb 3, 2026
Research Summary
AI-generated summary of this filing
Comerica (CMA) EVP Wendy Bridges Sells Shares in Merger
What Happened
Wendy Bridges, Executive Vice President of Comerica Inc., reported dispositions of Comerica common stock on Feb 1, 2026 in connection with Comerica’s merger into Fifth Third Bancorp. The Form 4 lists a primary disposition of 35,999 shares and additional derivative-related dispositions of 825, 1,185, 1,195, 758 and 1,313 shares — totaling 41,275 Comerica shares. The report shows $0 per-share because the shares were converted as part of the merger (not sold on the open market). Using the merger conversion ratio (1.8663 Fifth Third shares per Comerica share) and Fifth Third’s last pre-merger close of $50.22, the implied value is about $93.73 per Comerica share, or roughly $3.9 million in aggregate.
Key Details
- Transaction date: February 1, 2026 (Effective Time of the merger).
- Report filed with SEC: February 3, 2026; no late filing indicated on the face of this report.
- Reported price: $0.00 per share (dispositions were merger conversions, not cash sales).
- Shares disposed: 41,275 total (35,999 + 5,276 in derivative-related items).
- Shares owned after transaction: 0 Comerica shares (reporting person no longer beneficially owns Comerica common stock).
- Footnotes: F1–F4 explain the merger conversion (each Comerica share → 1.8663 Fifth Third shares; equity awards and options converted into Fifth Third equivalents). Transactions are reported as dispositions in connection with the merger and are exempt from Section 16(b) under Rule 16b‑3(e).
Context
These entries reflect automatic conversion/disposition tied to the merger—Comerica equity and unexercised options were converted into Fifth Third stock or equivalent awards per the merger agreement. This is not an open‑market sale by the insider and therefore should not be read the same way as a voluntary sell order. For retail investors, such merger-related dispositions are routine administrative outcomes of the deal rather than a direct signal of insider sentiment.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2][F3]2026-02-01−35,999→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
[F4]2026-02-01−825→ 0 total→ Common Stock (825 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F4]2026-02-01−1,185→ 0 total→ Common Stock (1,185 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F4]2026-02-01−1,195→ 0 total→ Common Stock (1,195 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F4]2026-02-01−758→ 0 total→ Common Stock (758 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F4]2026-02-01−1,313→ 0 total→ Common Stock (1,313 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).