RITCHIE MICHAEL T 4

4 · COMERICA INC · Filed Feb 3, 2026

AI-generated summary of this filing

Updated Feb 3, 2026

Comerica (CMA) Exec VP Michael Ritchie Disposes Shares in Merger

What Happened

Michael T. Ritchie, Executive Vice President of Comerica Inc., reported dispositions on Feb 1, 2026 related to the company’s merger into Fifth Third Bancorp. The Form 4 shows dispositions of 58,849 Comerica common shares plus eight derivative-line dispositions totaling 18,985 shares, for a combined 77,834 Comerica shares. The filing reports $0 proceeds per share because these were corporate conversion/disposition transactions in connection with the merger.
Per the merger terms, each Comerica share converted into 1.8663 shares of Fifth Third common stock. Using Fifth Third’s last trading-day closing price of $50.22, the converted position is roughly worth $7.3 million (est.). The reporting person no longer beneficially owns any Comerica common stock after the Effective Time.

Key Details

Transaction date: 2026-02-01 (Effective Time of the merger).
Report filed: 2026-02-03 (Form 4) — filed within the normal post-transaction window.
Reported price/proceeds: $0 (dispositions due to corporate conversion in the merger).
Conversion rate and price: 1 Comerica share → 1.8663 Fifth Third shares; Fifth Third close $50.22 (last trading day before Effective Time).
Shares disposed: 58,849 (direct) + 18,985 (derivative-related) = 77,834 total.
Shares owned after transaction: 0 Comerica common shares (per filing footnote).
Notable footnotes: equity awards and unexercised options were converted into Fifth Third awards/shares per the merger agreement (footnotes F1–F4). Transactions are exempt from Section 16(b) under Rule 16b‑3(e).

Context

These were corporate conversion/disposition events tied to the merger — not open-market sales or purchases by the insider. Derivative-line entries reflect conversion of equity awards and options into Fifth Third equivalents or shares, not new trading decisions by the insider.
For retail investors: this filing documents the administrative conversion of Comerica holdings into Fifth Third stock as part of the merger and does not, by itself, indicate the insider’s market view.

Form 4Exit

Period: 2026-02-01

Executive Vice President

Transactions

Disposition to Issuer
Common Stock
[F1][F2][F3]
2026-02-01−58,849→ 0 total
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−2,210→ 0 total
→ Common Stock (2,210 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−1,715→ 0 total
→ Common Stock (1,715 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−2,355→ 0 total
→ Common Stock (2,355 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−4,280→ 0 total
→ Common Stock (4,280 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−3,140→ 0 total
→ Common Stock (3,140 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−2,310→ 0 total
→ Common Stock (2,310 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−2,975→ 0 total
→ Common Stock (2,975 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 Michael T. Ritchie through Power of Attorney|2026-02-03

1 file