Sefzik Peter L 4

4 · COMERICA INC · Filed Feb 3, 2026

AI-generated summary of this filing

Updated Feb 3, 2026

Comerica (CMA) Sr EVP Peter Sefzik Sells Shares in Merger

What Happened

Peter L. Sefzik, Comerica Sr. EVP & Chief Banking Officer, reported dispositions of a total of 119,073 Comerica common shares on 2026-02-01. The Form 4 shows $0 cash proceeds because these were dispositions in connection with Comerica’s merger into Fifth Third (not open-market sales). Under the merger terms each Comerica share converted into 1.8663 shares of Fifth Third; the 119,073 Comerica shares convert to approximately 222,225 Fifth Third shares. Using Fifth Third’s last-trading-day close of $50.22, the converted shares are roughly worth $11.16 million.

Key Details

Transaction date: 2026-02-01; Form 4 filed 2026-02-03 (timely).
Reported disposition entries: 101,877 shares (primary) plus six derivative-related dispositions totaling 17,196 shares (1,340; 2,575; 4,420; 5,933; 2,928).
Price reported on Form 4: $0.00 (dispositions were merger conversions, not cash sales).
Shares owned after transaction: 0 Comerica shares (reporting person no longer beneficially owns Comerica common stock).
Notable footnotes: conversion ratio 1.8663 (F1); equity awards/options converted to Fifth Third awards or shares per the merger agreement (F2, F4); transactions exempt from Section 16(b) under Rule 16b-3(e) (F4).
Filing status: appears timely (no late filing flag).

Context

These entries reflect the corporate merger mechanics (share conversion and award/option conversion) rather than a manager-initiated sale — the Form 4 reports dispositions as part of the merger consideration. Derivative entries reflect converted equity awards/options rather than separate option exercises or market trades. For retail investors, this is a routine corporate action and not a directional insider trade signal.

Form 4Exit

Period: 2026-02-01

Sr EVP & Chief Banking Officer

Transactions

Disposition to Issuer
Common Stock
[F1][F2][F3]
2026-02-01−101,877→ 0 total
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−1,340→ 0 total
→ Common Stock (1,340 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−2,575→ 0 total
→ Common Stock (2,575 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−4,420→ 0 total
→ Common Stock (4,420 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−5,933→ 0 total
→ Common Stock (5,933 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−2,928→ 0 total
→ Common Stock (2,928 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 Peter L. Sefzik through Power of Attorney|2026-02-03

1 file