CARR JAMES MCGREGOR 4
4 · COMERICA INC · Filed Feb 3, 2026
Research Summary
AI-generated summary of this filing
Comerica (CMA) EVP James M. Carr Disposes 56,434 Shares in Merger
What Happened
James M. Carr, Executive Vice President of Comerica Inc., reported dispositions totaling 56,434 shares of Comerica common stock on Feb 1, 2026. The Form 4 shows five disposition entries (43,414 common shares and four derivative-related dispositions of 3,930; 2,510; 3,050; and 3,530 shares). Each disposition is reported at $0.00 because the transactions were effectuated as part of Comerica’s merger with Fifth Third Bancorp (the “Effective Time” was Feb 1, 2026). Under the merger terms, each Comerica share converted into 1.8663 shares of Fifth Third common stock; using Fifth Third’s last close of $50.22, the converted holding equates to roughly 105,323 Fifth Third shares, implying an approximate value of $5.29 million. The reporting person no longer beneficially owns any Comerica common stock following the merger.
Key Details
- Transaction date: 2026-02-01 (Effective Time of the merger). Form 4 filed 2026-02-03.
- Reported price: $0.00 per Comerica share on the Form 4 (disposition by conversion in merger).
- Shares disposed: total 56,434 Comerica shares (43,414 + 3,930 + 2,510 + 3,050 + 3,530).
- Post-transaction Comerica ownership: 0 shares (reporting person no longer owns Comerica common stock; equity awards/options converted).
- Merger conversion: 1 Comerica share → 1.8663 Fifth Third shares (per Form 8‑K disclosure).
- Implied value (using Fifth Third close $50.22): ~105,323 Fifth Third shares ≈ $5.29M (rounded).
- Footnotes: (F1–F4) confirm these were dispositions in connection with the merger, equity awards/options converted to Fifth Third awards or stock, and transactions are exempt from Section 16(b) under Rule 16b‑3(e).
- Filing timeliness: Form 4 filed Feb 3, 2026; no indication in the filing that it was late.
Context
- These were corporate-merger conversions and not open-market sales; the Form 4 lists $0 proceeds because Comerica shares were converted into Fifth Third stock or converted awards/options per the merger agreement.
- Derivative/option items were converted into corresponding Fifth Third equity awards or options (per the merger agreement), so exercise/sale mechanics typical of cashless exercises do not apply here.
- Such merger-driven dispositions reflect corporate action (transaction mechanics), not necessarily an insider decision to buy or sell for personal reasons.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2][F3]2026-02-01−43,414→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
[F4]2026-02-01−3,930→ 0 total→ Common Stock (3,930 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F4]2026-02-01−2,510→ 0 total→ Common Stock (2,510 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F4]2026-02-01−3,050→ 0 total→ Common Stock (3,050 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F4]2026-02-01−3,530→ 0 total→ Common Stock (3,530 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).