Comerica (NYSE: CMA) EVP Mauricio Ortiz receives 10,245 stock awards

Rhea-AI Filing Summary

Comerica Inc. executive Mauricio A. Ortiz received multiple stock awards tied to prior performance grants and incentive plans. On January 27, 2026, he acquired 3,430, 2,910, and 3,905 shares of common stock at $0 per share, reflecting vested performance and restricted stock units.

The filing explains that two of the awards come from previously granted performance restricted stock units (SELTPP Units) whose results were certified in connection with Comerica’s proposed merger with Fifth Third. Following these transactions, Ortiz directly beneficially owned 26,320 Comerica shares as of January 27, 2026, including shares from employee plans, dividend reinvestment, and restricted stock units.

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^*

Ortiz Mauricio A

(Last) (First) (Middle)

1717 MAIN STREET MC 6506

(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)
	EVP & Chief Accounting 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		3,430(1)	A	$0	19,505(2)	D
Common Stock	01/27/2026		A		2,910(3)	A	$0	22,415(2)	D
Common Stock	01/27/2026		A		3,905(4)	A	$0	26,320(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 Mauricio A. Ortiz 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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FAQ

What does the Comerica (CMA) Form 4 filing for Mauricio Ortiz report?

The Form 4 reports that EVP & Chief Accounting Officer Mauricio A. Ortiz received several Comerica common stock awards on January 27, 2026 at $0 per share. These reflect vested performance and restricted stock units granted under existing long-term incentive and SELTPP performance programs.

How many Comerica shares did Mauricio Ortiz acquire in this Form 4?

Mauricio Ortiz acquired blocks of 3,430, 2,910, and 3,905 Comerica common shares on January 27, 2026. The transactions are coded as acquisitions at $0 per share, reflecting the settlement of earlier performance-based and restricted stock unit awards rather than open-market purchases.

What is Mauricio Ortiz’s total Comerica share ownership after these transactions?

After the reported transactions, Mauricio Ortiz beneficially owned 26,320 Comerica common shares directly as of January 27, 2026. This total includes shares from employee stock plans, shares purchased with reinvested dividends, and restricted stock units, as described in the footnote to the Form 4 filing.

What are SELTPP Units mentioned in the Comerica Ortiz Form 4?

SELTPP Units are performance restricted stock units granted to Mauricio Ortiz in January 2024 and January 2025. The Form 4 notes that Comerica’s Governance, Compensation and Nominating Committee certified performance results in connection with the proposed merger with Fifth Third, triggering related stock awards.

Were the Comerica shares acquired by Mauricio Ortiz bought on the market?

No, the shares reported were not market purchases; each block was acquired at $0 per share. The filing explains they represent performance restricted stock units and restricted stock units granted under Comerica’s long-term incentive programs that settled into common stock for Mauricio Ortiz.

What role does Mauricio Ortiz hold at Comerica in this Form 4?

Mauricio A. Ortiz is identified as an officer of Comerica, serving as EVP & Chief Accounting Officer. The Form 4 notes he is not a director or 10% owner, and the transactions reported relate to his equity-based executive compensation awards in Comerica stock.