Comerica (NYSE: CMA) Sr EVP gains new stock awards tied to units

Rhea-AI Filing Summary

Comerica Inc. executive Peter L. Sefzik reported multiple stock awards. On January 27, 2026, he acquired 15,565, 15,110, and 16,890 shares of Comerica common stock at $0 per share, reflecting the settlement of performance-based and time-based restricted stock units.

Some awards relate to performance restricted stock units (SELTPP Units) granted in January 2024 and January 2025, for which the Governance, Compensation and Nominating Committee certified performance results in connection with Comerica’s previously disclosed proposed merger with Fifth Third. Following these awards, Sefzik directly owned 101,877 Comerica shares, including shares from employee stock 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^*

Sefzik Peter L

(Last) (First) (Middle)

1717 MAIN STREET

MC 6507

(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 Banking 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		15,565(1)	A	$0	69,877(2)	D
Common Stock	01/27/2026		A		15,110(3)	A	$0	84,987(2)	D
Common Stock	01/27/2026		A		16,890(4)	A	$0	101,877(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 Peter L. Sefzik 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 insider transaction did Comerica (CMA) executive Peter L. Sefzik report?

Peter L. Sefzik reported acquiring multiple blocks of Comerica common stock on January 27, 2026 at $0 per share. These shares reflect the settlement of previously granted performance and restricted stock units under Comerica’s long-term incentive and performance programs.

How many Comerica (CMA) shares did Peter L. Sefzik receive on January 27, 2026?

On January 27, 2026, Peter L. Sefzik received 15,565, 15,110, and 16,890 Comerica common shares in three separate acquisitions. These awards stem from certified performance restricted stock units and restricted stock units granted in 2024 and 2025 and under the long-term incentive plan.

What is Peter L. Sefzik’s role at Comerica (CMA) in this Form 4 filing?

In this Form 4, Peter L. Sefzik is identified as Comerica’s Senior Executive Vice President and Chief Banking Officer. He is an officer but not a director or 10% owner, and the reported transactions involve his personal equity compensation in Comerica common stock.

How many Comerica (CMA) shares did Peter L. Sefzik own after these transactions?

After the January 27, 2026 transactions, Peter L. Sefzik directly owned 101,877 Comerica common shares. This figure includes employee stock plan shares, shares purchased via dividend reinvestment, and restricted stock units reflected as of that same date in the filing.

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

SELTPP Units are performance restricted stock units granted to Peter L. Sefzik in January 2024 and January 2025. The Governance, Compensation and Nominating Committee certified performance results in connection with Comerica’s previously disclosed proposed merger with Fifth Third, triggering share delivery.

Were the Comerica (CMA) shares acquired by Peter L. Sefzik purchased for cash?

No, the reported acquisitions list a price of $0 per share, indicating they were not open-market purchases. Instead, they represent stock delivered upon vesting or certification of performance and restricted stock unit awards under Comerica’s incentive and long-term compensation plans.