Comerica (CMA) EVP Wendy Bridges details equity award vesting and tax share sale

Rhea-AI Filing Summary

Comerica Inc. executive Wendy Bridges reported equity award activity and related tax withholding. On December 29, 2025, she acquired 1,853 shares of common stock at $0, reflecting settlement of performance restricted stock units (SELTPP Units) granted on January 24, 2023. These units are settled in stock and relate to a three-year performance period ending December 31, 2025.

On the same date, 1,482 shares were disposed of at $87.95 to cover taxes due on the vesting of Restricted Stock Units and SELTPP Units. After these transactions, Bridges beneficially owned 25,964 shares of Comerica common stock in direct form, which include shares from employee stock plans, dividend reinvestments, restricted stock units, and stock units in a deferred compensation plan as of December 29, 2025. The issuer's Governance, Compensation and Nominating Committee accelerated vesting and settlement of certain SELTPP Units in connection with a previously disclosed proposed merger with Fifth Third.

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^*

Bridges Wendy

(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)
	EVP

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		A		1,853(1)	A	$0	27,446(2)	D
Common Stock	12/29/2025		F		1,482(3)	D	$87.95	25,964(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. In connection with the issuer's previously disclosed proposed merger with Fifth Third, the issuer's Governance, Compensation and Nominating Committee accelerated the vesting and settlement of certain SELTPP Units for tax purposes.

2. Includes shares acquired through employee stock plans, shares purchased with reinvested dividends, restricted stock units and stock units held pursuant to a deferred compensation plan as of December 29, 2025.

3. Reflects aggregate shares withheld for taxes on shares payable on vesting of Restricted Stock Units and SELTPP Units.

Remarks:

	/s/ Steven Franklin, on behalf of Wendy Bridges 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).
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FAQ

What insider transaction did Comerica (CMA) executive Wendy Bridges report?

Wendy Bridges, an EVP of Comerica Inc., reported acquiring 1,853 shares of common stock at $0 and the disposition of 1,482 shares at $87.95 on December 29, 2025, primarily related to equity award vesting and tax withholding.

How many Comerica (CMA) shares does Wendy Bridges own after the reported transactions?

Following the reported activity on December 29, 2025, Wendy Bridges beneficially owned 25,964 shares of Comerica common stock in direct form.

Why were 1,482 Comerica (CMA) shares disposed of by Wendy Bridges?

The 1,482 shares were disposed of at $87.95 per share to cover taxes on shares payable upon the vesting of Restricted Stock Units and SELTPP Units, as noted in the explanation of responses.

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

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

How did the proposed Comerica (CMA) and Fifth Third merger affect Wendy Bridges' equity awards?

In connection with the issuer's previously disclosed proposed merger with Fifth Third, the Governance, Compensation and Nominating Committee accelerated the vesting and settlement of certain SELTPP Units for tax purposes.

What types of holdings are included in Wendy Bridges' reported Comerica (CMA) share balance?

The reported 25,964 shares include employee stock plan shares, shares purchased with reinvested dividends, restricted stock units, and stock units held under a deferred compensation plan as of December 29, 2025.