Comerica (NYSE: CMA) SEVP Megan Burkhart nets 55,403 shares after vesting

Rhea-AI Filing Summary

Comerica Inc. executive Megan D. Burkhart, SEVP & Chief Administrative Officer, reported equity compensation activity dated January 15, 2026. She acquired 7,574 shares of common stock at $0 per share from the vesting of performance restricted stock units, called SELTPP Units, which are settled in stock after a three-year performance period ending December 31, 2025.

On the same date, 3,059 shares were withheld at a price of $91.51 per share to cover taxes due on the vesting. After these transactions, she directly beneficially owned 55,403 shares of Comerica common stock, which includes shares acquired through 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^*

Burkhart Megan D

(Last) (First) (Middle)

1717 MAIN STREET

MC 6515

(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)
	SEVP & Chief Admin Officer

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		7,574(1)	A	$0	58,462(2)	D
Common Stock	01/15/2026		F		3,059(3)	D	$91.51	55,403(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. Burkhart 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).
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 transactions did Comerica (CMA) executive Megan D. Burkhart report?

Megan D. Burkhart reported two non-derivative transactions in Comerica common stock on January 15, 2026: an acquisition of 7,574 shares at $0 per share from vested SELTPP performance restricted stock units, and a disposition of 3,059 shares at $91.51 per share for tax withholding.

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

Following the reported transactions on January 15, 2026, Megan D. Burkhart directly beneficially owned 55,403 shares of Comerica common stock.

What are the SELTPP Units mentioned in Megan D. Burkhart’s Comerica Form 4?

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

Why were 3,059 Comerica (CMA) shares withheld in Megan D. Burkhart’s transaction?

The filing explains that the 3,059 shares disposed of at $91.51 per share reflect shares withheld for taxes on shares payable upon the vesting of the SELTPP Units.

What is Megan D. Burkhart’s role at Comerica Inc. as shown in this Form 4?

According to the filing, Megan D. Burkhart is an officer of Comerica Inc., serving as SEVP & Chief Admin Officer.

Does the Form 4 indicate how Megan D. Burkhart holds her Comerica (CMA) shares?

Yes. The Form 4 lists her ownership form as Direct (D), and the footnotes state that the total includes shares acquired through employee stock plans, dividend reinvestment, and restricted stock units as of January 15, 2026.