What equity awards did Comerica (CMA) EVP Fleming receive related to the Fifth Third merger?

Fleming received performance restricted stock units (SELTPP Units) linked to the proposed Fifth Third merger. Awards of 5,280 and 4,485 units were certified by Comerica’s Governance, Compensation and Nominating Committee based on performance tied to that proposed transaction.

Comerica (NYSE: CMA) EVP Fleming sells shares and receives stock awards

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Comerica Inc. Executive Vice President Allysun C. Fleming reported multiple equity transactions dated January 27, 2026. She exercised employee stock options for 1,646 shares at $71.16 and 1,342 shares at $53.96, converting them into common stock.

Fleming then sold 8,864 common shares at a weighted average price of $94.47, with individual trades ranging from $94.13 to $94.58. She also received stock awards, including 5,280 and 4,485 performance-based SELTPP units tied to a proposed merger with Fifth Third and 5,015 restricted stock units under the long-term incentive plan.

Following these transactions, Fleming directly beneficially owned 19,565 Comerica common shares, which includes shares from employee plans, dividend reinvestment, and restricted stock units as of January 27, 2026.

Insider Trade Summary

Net Seller: 8,864 shares ($837,382)

Net Sell 8 txns

Insider Fleming Allysun C

Role Executive Vice President

Sold 8,864 shs ($837K)

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option (right to buy)	1,646	$0.00	--
Exercise	Employee Stock Option (right to buy)	1,342	$0.00	--
Exercise	Common Stock	1,646	$71.16	$117K
Exercise	Common Stock	1,342	$53.96	$72K
Sale	Common Stock	8,864	$94.47	$837K
Grant/Award	Common Stock	5,280	$0.00	--
Grant/Award	Common Stock	4,485	$0.00	--
Grant/Award	Common Stock	5,015	$0.00	--

Holdings After Transaction: Employee Stock Option (right to buy) — 549 shares (Direct); Common Stock — 12,307 shares (Direct)

Footnotes (1)

Includes shares acquired through employee stock plans, shares purchased with reinvested dividends and restricted stock units as of January 27, 2026. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.13 to $94.58, inclusive. The reporting person undertakes to provide to Comerica Incorporated, any security holder of Comerica Incorporated, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4. 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. 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. The options vest in four equal annual installments (based on the original grant amount) beginning on the date indicated in this column.

Form 4 Insider Transactions: What Each Field Means →

01/29/2026 - 04:17 PM

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^*

Fleming Allysun C

(Last)

(First)

(Middle)

1717 MAIN STREET

(Street)

DALLAS

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/27/2026		M		1,646	A	$71.16	12,307⁽¹⁾	D
Common Stock	01/27/2026		M		1,342	A	$53.96	13,649⁽¹⁾	D
Common Stock	01/27/2026		S		8,864	D	$94.47⁽²⁾	4,785⁽¹⁾	D
Common Stock	01/27/2026		A		5,280⁽³⁾	A	$0	10,065⁽¹⁾	D
Common Stock	01/27/2026		A		4,485⁽⁴⁾	A	$0	14,550⁽¹⁾	D
Common Stock	01/27/2026		A		5,015⁽⁵⁾	A	$0	19,565⁽¹⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$71.16	01/27/2026		M			1,646	01/24/2024⁽⁶⁾	01/24/2033	Common Stock	1,646	$0	549	D
Employee Stock Option (right to buy)	$53.96	01/27/2026		M			1,342	01/23/2025⁽⁶⁾	01/23/2034	Common Stock	1,342	$0	1,343	D

Explanation of Responses:

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

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.13 to $94.58, inclusive. The reporting person undertakes to provide to Comerica Incorporated, any security holder of Comerica Incorporated, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4.

3. 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.

4. 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.

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

6. The options vest in four equal annual installments (based on the original grant amount) beginning on the date indicated in this column.

Remarks:

	/s/ Steven Franklin, on behalf of Allysun C. Fleming 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Comerica (CMA) EVP Allysun C. Fleming report?

Allysun C. Fleming reported option exercises, a share sale, and new stock awards. She exercised options into common stock, sold 8,864 shares, and received performance-based SELTPP units plus restricted stock units under Comerica’s long-term incentive and performance programs.

How many Comerica (CMA) shares did EVP Fleming sell and at what price?

Fleming sold 8,864 Comerica common shares at a weighted average price of $94.47. The sales occurred in multiple trades, with individual prices ranging from $94.13 to $94.58, as disclosed in the weighted-average price footnote.

What stock options did Comerica (CMA) EVP Fleming exercise on January 27, 2026?

Fleming exercised two employee stock option grants into 1,646 and 1,342 Comerica shares. The options carried exercise prices of $71.16 and $53.96 per share, originally vesting in annual installments beginning in 2024 and 2025, respectively.

How many Comerica (CMA) shares did EVP Fleming own after these transactions?

After the reported transactions, Fleming beneficially owned 19,565 Comerica common shares directly. This figure includes shares from employee stock plans, dividend reinvestment, and restricted stock units outstanding as of January 27, 2026, as noted in the footnotes.

What are the restricted stock units reported by Comerica (CMA) EVP Fleming?

The filing shows both performance-based SELTPP units and standard restricted stock units. SELTPP units were granted in 2024 and 2025 with performance certification, while additional restricted stock units were awarded under Comerica’s Long-Term Incentive Plan at no cash cost per unit.