Herzog James J 4

4 · COMERICA INC · Filed Feb 3, 2026

AI-generated summary of this filing

Updated Feb 3, 2026

Comerica CFO James Herzog Disposes 131,478 Shares in Merger

What Happened

James J. Herzog, Senior EVP and CFO of Comerica Inc., reported dispositions of a total of 131,478 Comerica common shares on Feb 1, 2026. The Form 4 shows $0 proceeds because these were dispositions in connection with Comerica’s merger into Fifth Third Bancorp (effective Feb 1, 2026).
Under the merger, each Comerica share converted into 1.8663 shares of Fifth Third common stock. That conversion equals roughly 245,351 Fifth Third shares, which — using Fifth Third’s closing price of $50.22 on the last trading day before the merger — is about $12.3 million in market value.

Key Details

Transaction date: February 1, 2026 (Effective Time: 12:01 a.m. ET). Form filed Feb 3, 2026.
Reported dispositions on the Form 4: 86,569; 28,838; 905; 1,240; 4,820; 3,173; and 5,933 Comerica shares (total 131,478).
Reported price per Comerica share: $0.00 on the Form 4 (reflects conversion/disposition in the merger). Fifth Third closing price used for value estimate: $50.22.
Shares owned after transaction: reporting person no longer beneficially owns any Comerica common stock (per filing).
Notable footnotes: (F1) transactions were dispositions in connection with the merger; (F2) equity awards converted into Fifth Third awards or stock; (F4) outstanding options converted into corresponding Fifth Third options and transactions are exempt from Section 16(b) under Rule 16b-3(e).
Filing timeliness: Filed within normal Form 4 timing (no late filing indicated).

Context

These are merger-driven conversions/dispositions, not open‑market sales or purchases. The $0 proceeds reporting is standard when shares are converted into another company’s stock under a merger.
Several entries are derivative-related (converted equity awards/options). In plain terms: Comerica awards and unexercised options were converted into equivalent Fifth Third awards or options rather than representing a separate cash sale or a typical exercise-and-sell transaction.

Form 4Exit

Period: 2026-02-01

Senior EVP and CFO

Transactions

Disposition to Issuer
Common Stock
[F1][F2][F3]
2026-02-01−86,569→ 0 total
Disposition to Issuer
Common Stock
[F1][F3]
2026-02-01−28,838→ 0 total(indirect: By Trust)
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−905→ 0 total
→ Common Stock (905 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−1,240→ 0 total
→ Common Stock (1,240 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−4,820→ 0 total
→ Common Stock (4,820 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−3,173→ 0 total
→ Common Stock (3,173 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−5,933→ 0 total
→ Common Stock (5,933 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 James J. Herzog through Power of Attorney|2026-02-03

1 file