Mitchell Bruce 4

4 · COMERICA INC · Filed Feb 3, 2026

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Updated Feb 3, 2026

Comerica EVP Mitchell Bruce Disposes Shares in Merger

What Happened

Mitchell Bruce, Executive Vice President of Comerica Inc. (CMA), reported dispositions on 2026-02-01 related to the company’s merger with Fifth Third Bancorp. The Form 4 shows multiple dispositions (one open-amount and several derivative items) totaling 41,346 Comerica shares; each line reports $0 proceeds because the transactions were effectuated in connection with the merger.
Under the merger terms, each Comerica share converted into 1.8663 shares of Fifth Third common stock. The 41,346 Comerica shares therefore converted into approximately 77,164 Fifth Third shares. Using Fifth Third’s last-trading-day pre-merger closing price of $50.22, that conversion is roughly $3.88 million in market value (approximate).

Key Details

Transaction date: February 1, 2026 (Effective Time of the merger). Form filed: February 3, 2026 (Period of Report: 2026-02-01).
Reported disposals (per Form 4): 33,545; 998; 558; 1,660; 2,015; and 2,570 Comerica shares — total 41,346 shares. Each line shows $0 because shares were disposed/converted in the merger.
Conversion ratio: 1.8663 Fifth Third shares per Comerica share. Fifth Third closing price on last trading day pre-merger: $50.22.
Shares owned after transaction: Reporting person no longer beneficially owns any Comerica common stock (per footnote).
Derivative items: Several entries were derivative-equity conversions (awards/options) converted to Fifth Third equivalents or stock per the merger agreement.
Exemptions/notes: Transactions were in connection with the merger (see Form 8-K disclosure). Option conversions and equity award treatment followed the merger agreement; transactions are exempt from Section 16(b) pursuant to Rule 16b-3(e).
Filing timeliness: No late-filing indication on the Form 4.

Context

These entries are corporate-action dispositions tied to the Comerica–Fifth Third merger (not open-market sales). Equity awards and unexercised options were converted to Fifth Third awards or stock per the merger agreement. Such merger-related conversions are routine and reflect the deal mechanics rather than an insider-initiated sale.

Form 4Exit

Period: 2026-02-01

Executive Vice President

Transactions

Disposition to Issuer
Common Stock
[F1][F2][F3]
2026-02-01−33,545→ 0 total
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−998→ 0 total
→ Common Stock (998 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−558→ 0 total
→ Common Stock (558 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−1,660→ 0 total
→ Common Stock (1,660 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−2,015→ 0 total
→ Common Stock (2,015 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−2,570→ 0 total
→ Common Stock (2,570 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 Bruce Mitchell through Power of Attorney|2026-02-03

1 file