Comerica (CMA) SEVP & COO Megan Crespi receives new stock awards

Rhea-AI Filing Summary

Comerica Inc. executive Megan D. Crespi, SEVP & COO, reported multiple stock awards on January 27, 2026. She received three grants of common stock at a price of $0 per share, reflecting performance-based SELTPP units from 2024 and 2025 and restricted stock units under the Long-Term Incentive Plan.

Following these awards, Crespi beneficially owned 79,384 shares of Comerica common stock directly, which include shares from employee stock plans, dividend reinvestment, and prior restricted stock units as of January 27, 2026.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider CRESPI MEGAN D.

Role SEVP & COO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	10,005	$0.00	--
Grant/Award	Common Stock	9,445	$0.00	--
Grant/Award	Common Stock	10,555	$0.00	--

Holdings After Transaction: Common Stock — 59,384 shares (Direct)

Footnotes (1)

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. Includes shares acquired through employee stock plans, shares purchased with reinvested dividends and restricted stock units as of January 27, 2026. 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. Restricted stock units awarded under Issuer's Long-Term Incentive Plan.

Form 4 Insider Transactions: What Each Field Means →

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

CRESPI MEGAN D.

(Last) (First) (Middle)

3551 HAMLIN ROAD

(Street)

AUBURN HILLS MI 48326

(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 & COO

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		10,005(1)	A	$0	59,384(2)	D
Common Stock	01/27/2026		A		9,445(3)	A	$0	68,829(2)	D
Common Stock	01/27/2026		A		10,555(4)	A	$0	79,384(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. Crespi 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Comerica (CMA) disclose about Megan D. Crespi in this Form 4?

Comerica reported that SEVP & COO Megan D. Crespi received multiple common stock awards on January 27, 2026. These included performance-based SELTPP units and restricted stock units tied to prior grants and the company’s Long-Term Incentive Plan.

How many Comerica shares does Megan D. Crespi own after the January 27, 2026 transactions?

After the January 27, 2026 awards, Megan D. Crespi beneficially owned 79,384 shares of Comerica common stock directly. This figure includes employee stock plan shares, dividend reinvestment purchases, and restricted stock units as of that date.

What types of equity awards did Megan D. Crespi receive from Comerica (CMA)?

Megan D. Crespi received performance restricted stock units called SELTPP Units from 2024 and 2025 grants, and additional restricted stock units under Comerica’s Long-Term Incentive Plan. All were reported as acquisitions of common stock at a price of $0 per share.

How are the Comerica SELTPP Units linked to the Fifth Third merger proposal?

The SELTPP Units granted in 2024 and 2025 were performance-based awards. Comerica’s Governance, Compensation and Nominating Committee certified the performance results in connection with the issuer’s previously disclosed proposed merger with Fifth Third.

Were Megan D. Crespi’s Comerica stock awards purchased for cash?

No, the Form 4 shows all three common stock acquisitions at a price of $0 per share. This indicates they were equity awards, not open-market purchases, including performance SELTPP Units and restricted stock units granted under incentive plans.

Does Megan D. Crespi hold her Comerica (CMA) shares directly or indirectly?

The filing reports Megan D. Crespi’s holdings as directly owned. The 79,384 shares beneficially owned following the reported transactions are listed with a direct ownership form, reflecting compensation-related and plan-related equity positions.