Comerica (CMA) EVP Bruce Mitchell receives performance and LTIP stock awards

Rhea-AI Filing Summary

Comerica Inc. Executive Vice President Bruce Mitchell reported stock awards tied to performance and long-term incentives. On January 27, 2026, he was granted 4,215 shares of common stock linked to previously granted performance restricted stock units (SELTPP Units) from January 23, 2024, after the Governance, Compensation and Nominating Committee certified performance results related to the proposed merger with Fifth Third. He also received 3,580 shares from SELTPP Units granted on January 28, 2025, and 4,805 shares from restricted stock units awarded under Comerica’s Long-Term Incentive Plan. All three grants were reported at a price of $0 per share, reflecting equity compensation, and brought his directly held beneficial ownership to 33,545 common shares, including amounts 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

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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^*

Mitchell Bruce

(Last) (First) (Middle)

3701 HAMLIN ROAD

(Street)

AUBURN HILLS MI 48236

(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)
	Executive Vice President

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		4,215(1)	A	$0	25,160(2)	D
Common Stock	01/27/2026		A		3,580(3)	A	$0	28,740(2)	D
Common Stock	01/27/2026		A		4,805(4)	A	$0	33,545(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 Bruce Mitchell 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 did Comerica (CMA) Executive Vice President Bruce Mitchell report on this Form 4?

Bruce Mitchell reported three equity awards of Comerica common stock as compensation. These included performance-based SELTPP Units from 2024 and 2025 grants and restricted stock units under the Long-Term Incentive Plan, all settled as shares at a reported price of $0 per share.

How many Comerica (CMA) shares did Bruce Mitchell receive in the latest Form 4 filing?

Bruce Mitchell received 4,215, 3,580, and 4,805 Comerica common shares in three separate transactions. These share issuances came from previously granted performance restricted stock units and restricted stock units, reflecting equity compensation rather than open-market purchases.

What is Bruce Mitchell’s beneficial ownership of Comerica (CMA) stock after these transactions?

After the reported transactions, Bruce Mitchell beneficially owned 33,545 Comerica common shares directly. This total includes shares from employee stock plans, dividend reinvestment, and restricted stock units recorded as of January 27, 2026, according to the filing’s explanatory footnote.

What are SELTPP Units referenced in Bruce Mitchell’s Comerica (CMA) Form 4?

SELTPP Units are performance restricted stock units granted to Bruce Mitchell in 2024 and 2025. Following certification of performance results by Comerica’s Governance, Compensation and Nominating Committee, these units were settled in common shares and reported as acquisitions on January 27, 2026.

How is the proposed merger with Fifth Third referenced in this Comerica (CMA) Form 4?

The filing states that performance results for SELTPP Units granted in 2024 and 2025 were certified in connection with Comerica’s previously disclosed proposed merger with Fifth Third. That certification triggered settlement of the performance units into common shares for Bruce Mitchell.

Were Bruce Mitchell’s Comerica (CMA) share acquisitions market purchases?

No, the reported acquisitions were stock awards at a price of $0 per share. They represent settlement of performance-based SELTPP Units and restricted stock units under Comerica’s Long-Term Incentive Plan, not cash purchases on the open market.