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Comerica (CMA) SEVP Chief Risk Officer reports RSU tax share withholding

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Comerica Inc. executive reports routine share withholding for taxes. On December 29, 2025, SEVP and Chief Risk Officer Kristina E. Janssens had 526 shares of Comerica common stock withheld and disposed of at $87.95 per share, coded as an "F" transaction. This reflects shares withheld to cover taxes on stock delivered from vesting restricted stock units.

After this tax withholding, she beneficially owned 8,717 shares of Comerica common stock in direct ownership, which includes restricted stock units as of December 29, 2025. The filing is made by one reporting person and appears to document a standard equity compensation and tax-settlement event rather than an open-market trade.

Positive

  • None.

Negative

  • None.
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*
Janssens Kristina E.

(Last) (First) (Middle)
36455 CORPORATE DR.

(Street)
FARMINGTON HILLS MI 48331

(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 - Chief Risk Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/29/2025
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 12/29/2025 F 526(1) D $87.95 8,717(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. Reflects shares withheld for taxes on shares payable on vesting of Restricted Stock Units.
2. Includes restricted stock units as of December 29, 2025.
Remarks:
/s/ Steven Franklin, on behalf of Kristina E. Janssens through Power of Attorney 12/30/2025
** 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) report for Kristina E. Janssens?

The report shows that SEVP and Chief Risk Officer Kristina E. Janssens had 526 shares of Comerica common stock withheld and disposed of on December 29, 2025, in a transaction coded "F" at $87.95 per share.

What does the transaction code "F" mean in this Comerica (CMA) Form 4?

The code "F" indicates shares were withheld to pay taxes on stock delivered from the vesting of restricted stock units, rather than an open-market purchase or sale.

How many Comerica (CMA) shares does Kristina E. Janssens own after this transaction?

Following the reported transaction, Kristina E. Janssens beneficially owned 8,717 shares of Comerica common stock in direct ownership, including restricted stock units as of December 29, 2025.

Is this Comerica (CMA) insider transaction an open-market sale?

No. The filing explains that the 526 shares were withheld for taxes on shares payable upon vesting of restricted stock units, rather than sold in an open-market transaction.

What is the role of the reporting person in this Comerica (CMA) Form 4?

The reporting person, Kristina E. Janssens, is identified as an officer of Comerica Inc., holding the title SEVP - Chief Risk Officer, and the filing is made by one reporting person.

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