CHAUSSE MELINDA A. 4

4 · COMERICA INC · Filed Feb 3, 2026

AI-generated summary of this filing

Updated Feb 4, 2026

Comerica (CMA) Sr EVP Melinda Chausse Sells Shares

What Happened

Melinda A. Chausse, Comerica Sr. EVP & Chief Credit Officer, reported dispositions to the issuer on 2026-02-01 in connection with Comerica’s merger into Fifth Third. The Form 4 shows 86,023 Comerica common shares disposed (reported price $0.00) plus four derivative dispositions totaling 5,841 shares (1,035; 528; 1,525; 2,753), each reported at $0.00.
The $0.00 proceeds reflect that these were dispositions in connection with the merger, under which each Comerica share converted into 1.8663 shares of Fifth Third common stock. Using Fifth Third’s $50.22 closing price the last trading day before the merger, this conversion implies roughly $93.71 per Comerica share and an estimated combined value of about $8.6 million.

Key Details

Transaction date: February 1, 2026; Form 4 filed February 3, 2026 (timely).
Reported dispositions: 86,023 shares @ $0.00; derivatives: 1,035; 528; 1,525; 2,753 @ $0.00.
Conversion math (per filing footnote): 1 Comerica share → 1.8663 Fifth Third shares; Fifth Third close $50.22 → ~ $93.71 implied per Comerica share.
Shares owned after transaction: the reporting person no longer beneficially owns any Comerica common stock (per filing).
Notable footnotes: transactions were dispositions tied to the merger (Form 8‑K dated Feb 2/Effective Time Feb 1); equity awards/options were converted into Fifth Third awards or stock and outstanding options converted accordingly; transactions are exempt from Section 16(b) under Rule 16b‑3(e).

Context

These were not ordinary open-market sales. The reported dispositions are merger-related conversions/surrenders of Comerica shares and converted awards into Fifth Third stock rather than a market trade for cash.
Derivative line items reflect converted equity awards/options; the filing shows the mechanics (conversion and disposition) rather than an exercise-and-sale or a gift.

Form 4Exit

Period: 2026-02-01

Sr EVP & Chief Credit Officer

Transactions

Disposition to Issuer
Common Stock
[F1][F2][F3]
2026-02-01−86,023→ 0 total
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−1,035→ 0 total
→ Common Stock (1,035 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−528→ 0 total
→ Common Stock (528 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−1,525→ 0 total
→ Common Stock (1,525 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−2,753→ 0 total
→ Common Stock (2,753 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).

Signature

/s/ Steven Franklin on behalf of Melinda A. Chausse through Power of Attorney|2026-02-03

1 file