CRESPI MEGAN D. 4

4 · COMERICA INC · Filed Feb 3, 2026

AI-generated summary of this filing

Updated Feb 3, 2026

Comerica (CMA) SEVP & COO Megan Crespi Sells Shares

What Happened

Megan D. Crespi, Senior EVP & Chief Operating Officer of Comerica Inc., reported dispositions related to the company’s merger with Fifth Third Bancorp. The Form 4 shows seven dispositions on 2026-02-01 totaling 104,419 Comerica common shares. The Form 4 reports $0 per-share because these were dispositions in connection with the merger (shares converted into Fifth Third common stock under the merger terms).
Using the merger conversion ratio (1.8663 Fifth Third shares per Comerica share) and Fifth Third’s last trading-day closing price of $50.22, the 104,419 Comerica shares equate to roughly 194,877 Fifth Third shares, with an implied value of about $9.8 million.

Key Details

Transaction date: February 1, 2026 (Effective Time per merger footnote).
Form 4 filed: February 3, 2026 (reporting the Feb 1 dispositions).
Reported price on Form 4: $0.00 (dispositions due to merger conversion, not a cash sale).
Total Comerica shares disposed: 104,419 (variously reported as direct and derivative dispositions on the form).
Conversion: 1.8663 Fifth Third shares per Comerica share (merger term); Fifth Third close used: $50.22/share.
Shares owned after transaction: The filer no longer beneficially owns any Comerica common stock (footnote F3).
Other footnotes: equity awards converted to Fifth Third equity or stock (F2); outstanding options converted to corresponding Fifth Third options (F4); transactions are dispositions in connection with the merger and are exempt from Section 16(b) per Rule 16b-3(e).
Timeliness: Filing does not indicate a late report.

Context

These were merger-related conversions and not open-market sales. The $0 price on the Form 4 reflects that Comerica shares were converted into Fifth Third shares per the merger agreement, not that the shares had no value.
Several line items are labeled as derivative dispositions—those represent converted equity awards/options rather than ordinary stock sales. Such corporate-action dispositions are routine in mergers and do not necessarily signal the insider’s trading sentiment.

Form 4Exit

Period: 2026-02-01

SEVP & COO

Transactions

Disposition to Issuer
Common Stock
[F1][F2][F3]
2026-02-01−79,384→ 0 total
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−7,090→ 0 total
→ Common Stock (7,090 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−2,415→ 0 total
→ Common Stock (2,415 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−3,685→ 0 total
→ Common Stock (3,685 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−2,610→ 0 total
→ Common Stock (2,610 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−4,150→ 0 total
→ Common Stock (4,150 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−5,085→ 0 total
→ Common Stock (5,085 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 Megan D. Crespi through Power of Attorney|2026-02-03

1 file