Larry Franco (NYSE: CMA) receives 6,450 Comerica restricted shares

Rhea-AI Filing Summary

Comerica Inc. Executive Vice President Larry E. Franco reported stock awards on January 27, 2026. He received 2,755 shares of common stock at a price of $0, representing performance restricted stock units originally granted on January 28, 2025 after performance results were certified in connection with Comerica’s proposed merger with Fifth Third.

He also acquired 3,695 additional restricted stock units under Comerica’s Long-Term Incentive Plan at $0. Following these awards, Franco directly beneficially owned 10,641 shares of Comerica common stock, including shares 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^*

Franco Larry E.

(Last) (First) (Middle)

1717 MAIN STREET

(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)
	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		2,755(1)	A	$0	6,946(2)	D
Common Stock	01/27/2026		A		3,695(3)	A	$0	10,641(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 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.

2. Includes shares acquired through employee stock plans, shares purchased with reinvested dividends and restricted stock units as of January 27, 2026.

3. Restricted stock units awarded under Issuer's Long-Term Incentive Plan.

Remarks:

Ex. 24 - Power of Attorney

	/s/ Steven Franklin, on behalf of Larry E. Franco 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 insider transaction did Comerica (CMA) Executive VP Larry Franco report?

Larry E. Franco reported receiving stock awards in Comerica common stock. On January 27, 2026, he acquired 2,755 performance-based shares and 3,695 restricted stock units, both at a price of $0 per share, increasing his directly beneficially owned holdings.

How many Comerica (CMA) shares does Larry Franco own after this Form 4?

After the reported transactions, Larry E. Franco beneficially owned 10,641 shares of Comerica common stock. This total includes shares acquired through employee stock plans, dividend reinvestment, and restricted stock units as of January 27, 2026, all held in direct ownership form.

What is the nature of the 2,755 Comerica (CMA) shares granted to Larry Franco?

The 2,755 shares represent performance restricted stock units, called SELTPP Units, granted on January 28, 2025. Comerica’s Governance, Compensation and Nominating Committee certified the performance results in connection with the previously disclosed proposed merger with Fifth Third.

What plan governs the 3,695 restricted stock units reported by Comerica (CMA) EVP Franco?

The 3,695 additional shares are restricted stock units awarded under Comerica’s Long-Term Incentive Plan. These units were reported as acquired on January 27, 2026 at a price of $0 per share and are held directly by Larry E. Franco.

Did Larry Franco pay cash for the Comerica (CMA) shares reported in this Form 4?

No cash payment was reported for these shares. Both the 2,755 performance-based shares and the 3,695 restricted stock units were reported with a transaction price per share of $0, reflecting equity awards rather than open-market purchases for cash.

What role does Larry Franco hold at Comerica (CMA) in this insider filing?

Larry E. Franco is identified as an Executive Vice President of Comerica Inc. in the filing. He is not reported as a director or a 10% owner, and the Form 4 is filed for him as a single reporting person only.