Form 4: Comerica COO Crespi Disposes Shares Post-Fifth Third Merger

Comerica Inc.'s SEVP & COO, Megan D. Crespi, reported the disposition of all Comerica common stock and conversion of equity awards following the merger with Fifth Third Bancorp.

Summary

• Megan D. Crespi, SEVP & COO of Comerica Inc., reported changes in beneficial ownership of Comerica securities.
• The changes are a direct result of Comerica Inc.'s previously announced merger with Fifth Third Bancorp, which was completed on February 1, 2026, at 12:01 a.m. ET.
• Each share of Comerica common stock, $5.00 par value per share, was converted into 1.8663 shares of Fifth Third common stock.
• All equity awards held by the reporting person, including employee stock options, were converted into equivalent Fifth Third equity awards or Fifth Third Common Stock.
• Crespi disposed of 79,384 shares of Comerica Common Stock and employee stock options representing 24,915 underlying shares of Comerica Common Stock.
• Following the merger, Crespi no longer beneficially owns, directly or indirectly, any shares of Comerica Inc.'s common stock.
• The closing price of Fifth Third Common Stock on the Nasdaq Stock Market LLC on the last trading day prior to the merger's effective time was $50.22 per share.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing as neutral to positive, primarily because it confirms the successful completion of a major corporate merger, which is generally a positive milestone for the involved entities. The filing itself is a routine compliance disclosure following such an event.

Positives

• The successful completion of the merger between Comerica Inc. and Fifth Third Bancorp represents a significant strategic milestone.
• All reported transactions are exempt from Section 16(b) pursuant to Rule 16b-3(e), indicating compliance with regulatory requirements for insider transactions related to corporate events.

Future Outlook

This filing is a historical report of a completed transaction and does not contain forward-looking statements or guidance regarding future performance or strategic direction.

Management Comments

• All transactions reflected herein are dispositions in connection with the merger.
• As a result of the merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of the issuer's common stock.
• All transactions are exempt from Section 16(b) pursuant to Rule 16b-3(e).

Industry Context

StockSavvy.ai notes that this Form 4 filing reflects the final stages of a significant consolidation event within the banking sector, where Comerica Inc. has been acquired by Fifth Third Bancorp. Such mergers typically aim to achieve economies of scale, expand market reach, and enhance competitive positioning in a dynamic financial landscape.

Comparison to Industry Standards

• The conversion ratio of 1.8663 shares of Fifth Third for each Comerica share is a specific term of the merger agreement, negotiated based on the relative valuations of the two banks. For instance, in the recent acquisition of First Horizon by TD Bank (though later terminated), the proposed exchange ratio was 1.348 shares of TD Bank common stock for each First Horizon share, highlighting the variability in such transactions based on market conditions and strategic fit.
• The disposition of Comerica shares and conversion of equity awards for an executive like Megan D. Crespi is standard procedure in a change-of-control event, ensuring compliance with Section 16 reporting requirements and aligning insider ownership with the new parent company's stock.

Stakeholder Impact

• Shareholders of Comerica Inc. have had their shares converted into Fifth Third Bancorp common stock, effectively becoming shareholders of the combined entity.
• Employees, including executives like Megan D. Crespi, have had their equity awards converted to reflect ownership in the merged entity, aligning their incentives with Fifth Third Bancorp.

Next Steps

• The reporting person will now hold Fifth Third Bancorp equity awards and common stock.
• Future insider transactions for Megan D. Crespi will be reported under Fifth Third Bancorp.

Key Dates

Keywords

Comerica Inc., CMA, Fifth Third Bancorp, Merger, Insider Trading, Form 4, Stock Options, Equity Awards, Beneficial Ownership, Financial Services, Banking