Comerica (NYSE: CMA) EVP receives stock units, withholds for taxes

Rhea-AI Filing Summary

Comerica Inc. executive Michael T. Ritchie reported equity compensation activity involving the company’s common stock. On January 15, 2026, he acquired 5,777 shares at $0 when performance-based restricted stock units (SELTPP Units) vested after a three-year performance period ending December 31, 2025.

On the same date, 3,309 shares were withheld at $91.51 per share to cover taxes due on the vesting of restricted stock units and SELTPP Units. After these transactions, Ritchie directly beneficially owned 39,864 shares of Comerica common stock, which includes shares from employee stock plans, dividend reinvestment, and deferred compensation-related 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

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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^*

RITCHIE MICHAEL T

(Last) (First) (Middle)

411 WEST LAFAYETTE

MC-3247

(Street)

DETROIT MI 48226

(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)
01/15/2026

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		5,777(1)	A	$0	43,173(2)	D
Common Stock	01/15/2026		F		3,309(3)	D	$91.51	39,864(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, restricted stock units and stock units held pursuant to a deferred compensation plan as of January 15, 2026.

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 Michael T. Ritchie 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 stock transactions did Comerica (CMA) report for Michael T. Ritchie?

On January 15, 2026, Comerica Executive Vice President Michael T. Ritchie reported two transactions in common stock: an acquisition of 5,777 shares at $0 from vesting performance-based restricted stock units, and a withholding of 3,309 shares at $91.51 per share to satisfy tax obligations.

How many Comerica (CMA) shares does Michael T. Ritchie own after these transactions?

Following the January 15, 2026 transactions, Michael T. Ritchie directly beneficially owned 39,864 shares of Comerica Inc. common stock. This total includes shares from employee stock plans, dividend reinvestment, restricted stock units, and stock units in a deferred compensation plan as of that date.

What is the nature of the 5,777 Comerica (CMA) shares acquired by Michael T. Ritchie?

The 5,777 shares acquired at $0 on January 15, 2026 represent vested performance restricted stock units called SELTPP Units, which were granted on January 24, 2023. These units are settled in stock and vest in one installment after certification of results for a three-year performance period ending December 31, 2025.

Why were 3,309 Comerica (CMA) shares withheld in Michael T. Ritchie’s filing?

The 3,309 shares of Comerica common stock reported with transaction code "F" reflect shares withheld at $91.51 per share to cover taxes owed on shares payable upon vesting of Restricted Stock Units and SELTPP Units for Executive Vice President Michael T. Ritchie.

What is SELTPP in Comerica (CMA) executive compensation?

SELTPP Units are performance restricted stock units granted to executives. For Michael T. Ritchie, the units granted on January 24, 2023 vest in one installment after certification of performance results over a three-year period ending December 31, 2025, and are settled in Comerica common stock.

Is Michael T. Ritchie a director or major shareholder of Comerica (CMA)?

In this report, Michael T. Ritchie is identified as an Executive Vice President of Comerica Inc. He is not listed as a director or a 10% owner in this filing.