Hays Von E 4

Accession 0001628280-26-005038

CIK 0000028412other

Filed

Feb 2, 7:00 PM ET

Accepted

Feb 3, 4:26 PM ET

Size

17.0 KB

Accession

0001628280-26-005038

AI-generated summary of this filing

Updated Feb 3, 2026

Comerica (CMA) Sr. EVP Hays Von E Sells Shares (Merger)

What Happened

Hays Von E, Comerica Sr. EVP & Chief Legal Officer, reported dispositions on 2026-02-01 totaling 53,339 Comerica common-share equivalents. The filing shows 47,161 issuer common shares and 6,178 shares from converted equity awards/derivatives (840, 1,085, 595, 1,220, 2,438).
Each disposition is reported with $0 proceeds because the transactions were part of Comerica’s merger with Fifth Third (effective Feb 1, 2026). Under the merger terms each Comerica share converted into 1.8663 shares of Fifth Third; using Fifth Third’s last-trade close of $50.22, the implied value per Comerica share is about $93.73 and the total implied value is roughly $5.0 million.
This is a disposition tied to a corporate transaction (merger), not a routine open-market sale by the insider.

Key Details

Transaction date: February 1, 2026. Report filed Feb 3, 2026 (Form 4 accession 0001628280-26-005038).
Reported price per Comerica share: $0 (disposition via merger conversion). Fifth Third close used for implied value: $50.22.
Shares disposed: 47,161 common + 6,178 from converted awards = 53,339 total.
Shares owned after transaction: Reporting person no longer beneficially owns any Comerica common stock (Footnote F3).
Notable footnotes: (F1) conversion into 1.8663 Fifth Third shares per Comerica share; (F2) equity awards converted to Fifth Third awards or stock; (F4) options converted to corresponding Fifth Third options; transactions exempt from Section 16(b) per Rule 16b-3(e).
Filing timeliness: No late-filing indication in the Form 4.

Context

These dispositions reflect the merger mechanics (conversion into Fifth Third stock) rather than a market sale for cash. The Form 4 shows $0 proceeds because Comerica shares were converted under the merger agreement.
Derivative/equity award entries indicate awards and unexercised options were converted into Fifth Third equity or stock; some converted instruments may now be subject to Fifth Third reporting. This does not by itself indicate insider sentiment about the combined company.

Form 4Exit

Period: 2026-02-01

Sr EVP and Chief Legal Officer

Transactions

Disposition to Issuer
Common Stock
[F1][F2][F3]
2026-02-01−47,161→ 0 total
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−840→ 0 total
→ Common Stock (840 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−1,085→ 0 total
→ Common Stock (1,085 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−595→ 0 total
→ Common Stock (595 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−1,220→ 0 total
→ Common Stock (1,220 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−2,438→ 0 total
→ Common Stock (2,438 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 Von E. Hays through Power of Attorney|2026-02-03

1 file

COMERICA INC

CIK 0000028412

Entity typeother