Comerica (CMA) SEVP & COO reports 8,046-share award and tax withholding

Rhea-AI Filing Summary

Comerica Inc.'s SEVP & COO Megan D. Crespi reported routine equity compensation activity in company common stock. On January 15, 2026, she acquired 8,046 shares at $0 per share under performance restricted stock units referred to as SELTPP Units. These units were granted on January 24, 2023 and are settled in stock after results are certified for a three-year performance period ending December 31, 2025.

On the same date, 3,590 shares were disposed of at $91.51 per share to cover taxes due on the vesting of the SELTPP Units. After these transactions, Crespi directly beneficially owned 49,379 shares of Comerica common stock, which includes shares from employee stock plans, dividend reinvestment, and restricted stock units as of January 15, 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

OMB APPROVAL

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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^*

CRESPI MEGAN D.

(Last) (First) (Middle)

3551 HAMLIN ROAD

(Street)

AUBURN HILLS MI 48326

(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)
	SEVP & COO

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

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	01/15/2026		A		8,046(1)	A	$0	52,969(2)	D
Common Stock	01/15/2026		F		3,590(3)	D	$91.51	49,379(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 24, 2023. The SELTPP units are settled in stock and vest in one installment following certification of results for a three-year performance period ending on December 31, 2025.

2. Includes shares acquired through employee stock plans, shares purchased with reinvested dividends and restricted stock units as of January 15, 2026.

3. Reflects shares withheld for taxes on shares payable on vesting of SELTPP Units.

Remarks:

	/s/ Steven Franklin, on behalf of Megan D. Crespi through Power of Attorney	01/20/2026
	** 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 insider transactions did Comerica (CMA) report for Megan D. Crespi?

Comerica (CMA) reported that SEVP & COO Megan D. Crespi acquired 8,046 shares of common stock at $0 per share from vesting SELTPP performance units and disposed of 3,590 shares at $91.51 per share to cover taxes on January 15, 2026.

How many Comerica (CMA) shares does Megan D. Crespi own after this Form 4?

Following the reported transactions, Megan D. Crespi directly beneficially owned 49,379 shares of Comerica common stock as of January 15, 2026.

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

The filing describes SELTPP Units as performance restricted stock units granted on January 24, 2023, settled in Comerica stock and vesting in one installment after results are certified for a three-year performance period ending December 31, 2025.

Why were 3,590 Comerica (CMA) shares disposed of in this insider filing?

The 3,590 shares of Comerica common stock were withheld at $91.51 per share to satisfy tax obligations related to shares payable upon vesting of the SELTPP performance units.

Is the Comerica (CMA) Form 4 transaction a purchase, a sale, or equity compensation?

The Form 4 reflects equity compensation activity: an A code award of 8,046 shares from vesting performance units at $0, and an F code disposition of 3,590 shares to cover taxes.

Does the Comerica (CMA) filing indicate direct or indirect ownership for these shares?

The reported transactions and resulting 49,379 shares of Comerica common stock are listed as direct (D) beneficial ownership by Megan D. Crespi.