Burkhart Megan D 4
4 · COMERICA INC · Filed Feb 3, 2026
Research Summary
AI-generated summary of this filing
Comerica (CMA) SEVP Megan Burkhart Sells Shares in Merger
What Happened
Megan D. Burkhart, Senior EVP & Chief Administrative Officer of Comerica Inc., reported dispositions of a total of 108,813 Comerica shares on February 1, 2026. The transactions are reported at $0.00 because they were dispositions in connection with Comerica’s merger into Fifth Third Bancorp: each Comerica share converted into 1.8663 shares of Fifth Third common stock. Using Fifth Third’s last-trading-day price of $50.22, the converted holdings are roughly valued at about $10.2 million. These were merger conversion/disposition transactions, not open-market sales.
Key Details
- Transaction date: February 1, 2026 (report filed February 3, 2026). Reported price: $0.00 (conversion in merger).
- Shares disposed (Comerica common stock): 83,853 reported directly + 24,960 in derivative-related dispositions = 108,813 total Comerica shares.
- Conversion ratio & reference price: 1.8663 Fifth Third shares per Comerica share; Fifth Third closing price used in filing: $50.22.
- Approximate combined value after conversion: ~ $10.2 million (calculated as 108,813 * 1.8663 * $50.22).
- Shares owned after transaction: 0 Comerica common shares (reporting person no longer beneficially owns Comerica common stock).
- Footnotes: (F1–F4) confirm these were dispositions in connection with the merger, equity awards and options were converted into Fifth Third equivalents, and transactions are exempt from Section 16(b) under Rule 16b-3(e).
- Filing timeliness: No late-filing flag; filing appears timely for a report covering the Feb 1, 2026 effective time.
Context
These filings reflect the corporate merger mechanics (share conversion and award/option conversion) rather than discretionary insider selling. Derivative-line items reflect converted equity awards/options that were treated per the merger agreement (converted to Fifth Third awards or shares, or corresponding Fifth Third options). Retail investors should note the reporting person no longer owns Comerica common stock — her former Comerica holdings were converted into Fifth Third securities under the merger terms.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2][F3]2026-02-01−83,853→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
[F4]2026-02-01−4,800→ 0 total→ Common Stock (4,800 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F4]2026-02-01−3,905→ 0 total→ Common Stock (3,905 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F4]2026-02-01−2,410→ 0 total→ Common Stock (2,410 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F4]2026-02-01−3,770→ 0 total→ Common Stock (3,770 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F4]2026-02-01−4,145→ 0 total→ Common Stock (4,145 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F4]2026-02-01−2,265→ 0 total→ Common Stock (2,265 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F4]2026-02-01−1,615→ 0 total→ Common Stock (1,615 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F4]2026-02-01−2,050→ 0 total→ Common Stock (2,050 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).