Ortiz Mauricio A 4

4 · COMERICA INC · Filed Feb 3, 2026

AI-generated summary of this filing

Updated Feb 3, 2026

Comerica (CMA) EVP Mauricio Ortiz Disposes Shares in Merger

What Happened

Mauricio A. Ortiz, EVP & Chief Accounting Officer of Comerica Inc., reported dispositions of 29,988 Comerica common shares on 2026-02-01 in connection with Comerica's merger with Fifth Third Bancorp. The Form 4 shows $0.00 per-share consideration because Comerica shares were converted into Fifth Third common stock at the merger effective time.
Using the merger conversion ratio (1.8663 Fifth Third shares per Comerica share) and Fifth Third's last pre-closing share price ($50.22), the 29,988 Comerica shares converted into roughly 55,967 Fifth Third shares, with an implied market value of approximately $2.81 million.

Key Details

Transaction date: 2026-02-01. Report filed: 2026-02-03 (Form 4).
Reported consideration for Comerica shares: $0.00 (dispositions due to merger conversion).
Conversion ratio: 1.8663 Fifth Third shares per Comerica share (per filing footnote).
Fifth Third closing price (last trading day before effective time): $50.22 — used to estimate implied value ~ $2.81M.
Shares disposed (Comerica): 26,320 + 960 + 325 + 815 + 1,568 = 29,988 total (several entries reflect derivative-equity award conversions).
Shares owned after transaction: reporting person no longer beneficially owns any Comerica common stock (per filing).
Notable footnotes: equity awards and unexercised options were converted to Fifth Third awards or Fifth Third common stock per the merger agreement; transactions are exempt from Section 16(b) under Rule 16b-3(e).

Context

These were merger-related conversions, not open-market sales — the $0 per-share in the filing reflects conversion into Fifth Third shares rather than cash proceeds. Equity awards and options were similarly converted or replaced under the merger agreement.
For retail investors, merger-driven dispositions are routine administrative outcomes of a deal and do not necessarily signal insider sentiment about the combined company.

Form 4Exit

Period: 2026-02-01

EVP & Chief Accounting Officer

Transactions

Disposition to Issuer
Common Stock
[F1][F2][F3]
2026-02-01−26,320→ 0 total
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−960→ 0 total
→ Common Stock (960 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−325→ 0 total
→ Common Stock (325 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−815→ 0 total
→ Common Stock (815 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−1,568→ 0 total
→ Common Stock (1,568 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 Mauricio A. Ortiz through Power of Attorney|2026-02-03

1 file