Comerica (NYSE: CMA) credit chief receives stock units linked to merger

Rhea-AI Filing Summary

Comerica Inc. granted equity awards to its Sr EVP & Chief Credit Officer, Melinda A. Chausse, on January 27, 2026. She received 7,230, 6,610, and 7,390 shares of common stock at a price of $0 per share, reflecting vesting or settlement of restricted stock units.

Footnotes explain that two grants represent performance restricted stock units ("SELTPP Units") originally awarded in January 2024 and January 2025, with performance certified by Comerica’s Governance, Compensation and Nominating Committee in connection with a previously disclosed proposed merger with Fifth Third. Another grant represents restricted stock units under the issuer’s Long-Term Incentive Plan. Following these transactions, Chausse beneficially owned 86,023 shares of Comerica common stock directly, including shares from employee stock plans, dividend reinvestment, and restricted stock units as of January 27, 2026.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CHAUSSE MELINDA A.

(Last) (First) (Middle)

1717 MAIN STREET

(Street)

DALLAS TX 75201

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
COMERICA INC [ CMA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Sr EVP & Chief Credit Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/27/2026		A		7,230(1)	A	$0	72,023(2)	D
Common Stock	01/27/2026		A		6,610(3)	A	$0	78,633(2)	D
Common Stock	01/27/2026		A		7,390(4)	A	$0	86,023(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents performance restricted stock units ("SELTPP Units") granted to the reporting person on January 23, 2024. In connection with the issuer's previously disclosed proposed merger with Fifth Third, the issuer's Governance, Compensation and Nominating Committee certified the performance results.

2. Includes shares acquired through employee stock plans, shares purchased with reinvested dividends and restricted stock units as of January 27, 2026.

3. Represents SELTPP Units granted to the reporting person on January 28, 2025. In connection with the issuer's previously disclosed proposed merger with Fifth Third, the issuer's Governance, Compensation and Nominating Committee certified the performance results.

4. Restricted stock units awarded under Issuer's Long-Term Incentive Plan.

Remarks:

	/s/ Steven Franklin on behalf of Melinda A. Chausse through Power of Attorney	01/29/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Comerica (CMA) report for Melinda A. Chausse?

Comerica reported that Sr EVP & Chief Credit Officer Melinda A. Chausse received three equity awards on January 27, 2026. These involved grants of common stock at $0 per share, tied to performance restricted stock units and long-term incentive plan awards.

How many Comerica (CMA) shares did Melinda Chausse receive in this Form 4 filing?

Melinda Chausse received three separate common stock grants of 7,230, 6,610, and 7,390 shares. Each transaction was reported with a transaction code “A” at a price of $0 per share, indicating stock delivered from existing equity award programs rather than open-market purchases.

What types of equity awards did Comerica (CMA) grant to Melinda Chausse?

Two awards represent performance restricted stock units, referred to as SELTPP Units, originally granted in January 2024 and January 2025. Their performance was certified by Comerica’s Governance, Compensation and Nominating Committee. The third award consists of restricted stock units under the issuer’s Long-Term Incentive Plan.

How many Comerica (CMA) shares does Melinda Chausse own after these transactions?

After the reported transactions on January 27, 2026, Melinda Chausse beneficially owned 86,023 shares of Comerica common stock directly. This figure includes shares acquired through employee stock plans, dividend reinvestment, and restricted stock units as of that same date.

How is Comerica’s proposed merger with Fifth Third referenced in this Form 4?

The Form 4 notes that performance results for SELTPP performance restricted stock units granted in January 2024 and January 2025 were certified in connection with Comerica’s previously disclosed proposed merger with Fifth Third, as determined by the Governance, Compensation and Nominating Committee.

Was cash paid for the Comerica (CMA) shares reported in this Form 4?

The transactions show a price of $0 per share for all three common stock grants to Melinda Chausse. This indicates the shares were issued pursuant to existing equity award arrangements, including performance units and restricted stock units, rather than purchased for cash in the market.