Comerica (NYSE: CMA) SEVP granted 28,450 stock units at no cost

Rhea-AI Filing Summary

Comerica Inc. senior executive Megan D. Burkhart, SEVP & Chief Admin Officer, reported multiple stock awards on January 27, 2026. She received 9,450 performance restricted stock units granted in 2024 and 8,970 similar units granted in 2025 after the Governance, Compensation and Nominating Committee certified performance results related to a proposed merger with Fifth Third. She also received 10,030 restricted stock units under Comerica’s Long-Term Incentive Plan. All awards were recorded at a price of $0 per share, increasing her directly held common stock, including employee plan shares, dividend reinvestments and restricted stock units, to 83,853 shares 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

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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^*

Burkhart Megan D

(Last) (First) (Middle)

1717 MAIN STREET

MC 6515

(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)
	SEVP & Chief Admin 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		9,450(1)	A	$0	64,853(2)	D
Common Stock	01/27/2026		A		8,970(3)	A	$0	73,823(2)	D
Common Stock	01/27/2026		A		10,030(4)	A	$0	83,853(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 Megan D. Burkhart 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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** 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 Megan Burkhart?

Comerica reported stock awards to SEVP & Chief Admin Officer Megan D. Burkhart on January 27, 2026. She received multiple restricted stock unit grants at no cost, increasing her directly held common stock position to 83,853 shares as of that date.

How many Comerica (CMA) shares were granted to Megan Burkhart on January 27, 2026?

Megan Burkhart received 28,450 units in total, comprised of 9,450 2024 performance units, 8,970 2025 performance units, and 10,030 restricted stock units. All awards converted into common stock at a price of $0 per share on the transaction date.

What are SELTPP Units mentioned in the Comerica (CMA) Form 4?

SELTPP Units are performance RSUs granted to Megan Burkhart in 2024 and 2025. On January 27, 2026, Comerica’s Governance, Compensation and Nominating Committee certified performance results tied to a proposed merger with Fifth Third, triggering stock credited to her account.

How many Comerica (CMA) shares does Megan Burkhart own after the reported transactions?

After the awards, Burkhart held 83,853 shares of Comerica common stock directly. This figure includes employee stock plan accumulations, shares purchased with reinvested dividends, and restricted stock units as of January 27, 2026.

Were the Comerica (CMA) stock awards to Megan Burkhart purchased for cash?

No, the reported awards were at $0 per share. The Form 4 shows all three transactions—covering performance units and restricted stock units—recorded with a transaction price of $0, reflecting equity compensation rather than open-market share purchases.

How is the proposed Fifth Third merger related to Megan Burkhart’s Comerica (CMA) awards?

The merger influenced performance certification. SELTPP performance units granted in 2024 and 2025 were tied to metrics later certified by Comerica’s Governance, Compensation and Nominating Committee in connection with the previously disclosed proposed merger with Fifth Third.