WEBER JAMES HARRY 4

Accession 0001628280-26-005057

CIK 0000028412other

Filed

Feb 2, 7:00 PM ET

Accepted

Feb 3, 4:35 PM ET

Size

15.0 KB

Accession

0001628280-26-005057

AI-generated summary of this filing

Updated Feb 3, 2026

Comerica (CMA) EVP James H. Weber Disposes Shares in Merger

What Happened

James H. Weber, Executive Vice President of Comerica Inc., recorded dispositions of a total of 36,250 Comerica shares on Feb 1, 2026. The Form 4 shows these as dispositions to the issuer at $0.00 because they were exchanged in connection with Comerica’s merger into Fifth Third Bancorp.
Under the merger conversion ratio (1.8663 Fifth Third shares per Comerica share) the 36,250 Comerica shares converted into roughly 67,652 shares of Fifth Third common stock. Using Fifth Third’s last-trading-day price of $50.22, that conversion is approximately $3.4 million in value.
These were not open-market sales by the insider; they were merger-related conversions of common shares and converted equity awards/options.

Key Details

Transaction date: 2026-02-01 (Effective Time of the merger).
Form 4 filing date: 2026-02-03 (filed within the typical 2-business-day window).
Shares disposed (Comerica): 36,250 total — breakdown on the filing: 31,203 common-share dispositions and four derivative-related dispositions (995; 1,480; 940; 1,632).
Price shown on Form 4: $0.00 (dispositions reflect conversion in the merger, not a cash sale).
Post-transaction ownership: reporting person no longer beneficially owns any Comerica common stock (footnote F3).
Notable footnotes:
- F1: Comerica merged into Fifth Third on Feb 1, 2026; conversion ratio = 1.8663 Fifth Third shares per Comerica share; Fifth Third close = $50.22.
- F2/F4: Equity awards and unexercised options were converted into Fifth Third awards/options per the merger agreement.
- F4: These transactions are exempt from Section 16(b) under Rule 16b-3(e).

Context

This filing reflects merger mechanics (conversion of shares and equity awards) rather than voluntary insider selling; such merger-related dispositions are routine and required by the transaction terms.
Derivative items on the Form 4 represent converted awards/options, not separate market trades.

Form 4Exit

Period: 2026-02-01

Executive Vice President

Transactions

Disposition to Issuer
Common Stock
[F1][F2][F3]
2026-02-01−31,203→ 0 total
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−995→ 0 total
→ Common Stock (995 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−1,480→ 0 total
→ Common Stock (1,480 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−940→ 0 total
→ Common Stock (940 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
[F4]
2026-02-01−1,632→ 0 total
→ Common Stock (1,632 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 H. Weber through Power of Attorney|2026-02-03

1 file

COMERICA INC

CIK 0000028412

Entity typeother