Smith Barbara 4
4 · COMERICA INC · Filed Feb 3, 2026
Research Summary
AI-generated summary of this filing
Comerica (CMA) Director Barbara Smith Disposes 21,372 Shares
What Happened
Barbara Smith, a director of Comerica Inc. (CMA), recorded a disposition of 21,372 Comerica shares on 2026-02-01. This was a non-cash disposition in connection with Comerica’s merger into Fifth Third Bancorp: each Comerica share was converted into 1.8663 shares of Fifth Third common stock. The Form 4 shows $0.00 per-share proceeds because the shares were converted rather than sold; using Fifth Third’s last trading-day close of $50.22, the converted shares amount to roughly 39,887 Fifth Third shares, or about $2.0 million in market value.
Key Details
- Transaction date: 2026-02-01 (Effective Time of the merger). Form 4 filed 2026-02-03.
- Reported transaction type/code: Disposition to issuer (D); price listed $0.00 due to merger conversion.
- Number of Comerica shares disposed: 21,372. Converted to ~39,886.56 Fifth Third shares (1.8663 conversion ratio).
- Reference price: Fifth Third close on last trading day before Effective Time = $50.22 per share (used here to estimate value ≈ $2.0M).
- Shares owned after transaction: The reporting person no longer beneficially owns any Comerica common stock (per filing footnote).
- Other notes from filing: Existing Comerica equity awards were converted to equivalent Fifth Third awards or Fifth Third common stock under the merger agreement. No indication this Form 4 was filed late.
Context
This was not an open-market sale or purchase but an automatic conversion of Comerica holdings into Fifth Third stock as part of a completed merger (Effective Time Feb 1, 2026). Such conversions are routine corporate-transaction dispositions and do not, by themselves, signal insider buying or selling intent.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2][F3]2026-02-01−21,372→ 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.