KERR DEREK J 4
4 · COMERICA INC · Filed Feb 3, 2026
Research Summary
AI-generated summary of this filing
COMERICA (CMA) Director Derek J. Kerr Sells Shares
What Happened
Derek J. Kerr, a Comerica (CMA) director, reported a disposition of 7,275 shares of Comerica common stock on 2026-02-01. The Form 4 shows the shares were disposed to the issuer at $0.00 (total $0) because the transaction occurred as part of Comerica’s merger into Fifth Third Bancorp. Under the merger terms each Comerica share converted into 1.8663 shares of Fifth Third common stock; using Fifth Third’s last pre‑merger close of $50.22 implies the converted holdings equal roughly 13,577 Fifth Third shares, or about $682,000 in market value (approximate).
Key Details
- Transaction date: 2026-02-01 (Effective Time of merger)
- Form 4 filed: 2026-02-03 (timely filing)
- Reported transaction: Disposition to issuer (Code D) — 7,275 Comerica shares @ $0.00 (reported value $0)
- Shares owned after transaction: 0 Comerica common shares (reporting person no longer beneficially owns Comerica stock)
- Relevant footnotes:
- F1: Merger effective 2026-02-01; conversion ratio 1.8663 Fifth Third shares per Comerica share; Fifth Third close $50.22 used to show implied value.
- F2: Any Comerica equity awards were converted into Fifth Third awards or stock per the merger agreement.
- F3: Reporting person no longer owns Comerica common stock.
Context
This was not an open‑market sale or a discretionary insider sale — it was a merger-related conversion/disposition where Comerica shares were exchanged for Fifth Third consideration. Because the consideration was stock (and awards were converted), the Form 4 lists $0 proceeds for Comerica shares; the implied cash/market value above is an estimate based on the stated conversion ratio and Fifth Third’s closing price prior to the merger. Such merger-driven dispositions generally reflect corporate transactions, not trading decisions by the insider.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2][F3]2026-02-01−7,275→ 0 total
Footnotes (3)
- [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.
- [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.