Comerica (CMA) CEO receives performance and long-term RSU awards

Rhea-AI Filing Summary

Comerica Incorporated Chairman, President and CEO Curtis C. Farmer reported stock awards tied to performance and long-term incentives. On January 27, 2026, he acquired 58,375 and 53,835 shares from previously granted performance restricted stock units (SELTPP Units) after performance was certified in connection with the proposed merger with Fifth Third.

He also received 60,170 restricted stock units under Comerica’s Long-Term Incentive Plan at a stated price of $0 per share. Following these awards, Farmer beneficially owned 487,088 shares of Comerica common stock, including shares from employee stock plans and restricted stock units as of January 27, 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^*

FARMER CURTIS C

(Last) (First) (Middle)

COMERICA INCORPORATED

1717 MAIN STREET, MC 6404

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2026

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	01/27/2026		A		58,375(1)	A	$0	373,083(2)	D
Common Stock	01/27/2026		A		53,835(3)	A	$0	426,918(2)	D
Common Stock	01/27/2026		A		60,170(4)	A	$0	487,088(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 23, 2024. In connection with the issuer's previously disclosed proposed merger with Fifth Third, the issuer's Governance, Compensation and Nominating Committee certified the performance results.

2. Includes shares acquired through employee stock plans and restricted stock units as of January 27, 2026.

3. Represents SELTPP Units granted to the reporting person on January 28, 2025. In connection with the issuer's previously disclosed proposed merger with Fifth Third, the issuer's Governance, Compensation and Nominating Committee certified the performance results.

4. Restricted stock units awarded under Issuer's Long-Term Incentive Plan.

Remarks:

	/s/ Steven Franklin, on behalf of Curtis C. Farmer through Power of Attorney	01/29/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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) report for Curtis C. Farmer?

Comerica reported that Curtis C. Farmer received three stock awards on January 27, 2026. These included performance-based SELTPP units from prior grants and new restricted stock units under the Long-Term Incentive Plan, all recorded at a stated price of $0 per share.

How many Comerica (CMA) shares did Curtis C. Farmer acquire in this Form 4?

Curtis C. Farmer acquired blocks of 58,375, 53,835, and 60,170 Comerica common shares. The first two reflect vested performance SELTPP units, while the third represents restricted stock units granted under Comerica’s Long-Term Incentive Plan, each reported as acquired at $0 per share.

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

SELTPP Units are performance restricted stock units granted to Curtis C. Farmer in 2024 and 2025. Their vesting was tied to performance results, which Comerica’s Governance, Compensation and Nominating Committee certified in connection with the proposed merger with Fifth Third.

How many Comerica (CMA) shares does Curtis C. Farmer own after these awards?

After these reported transactions, Curtis C. Farmer beneficially owned 487,088 shares of Comerica common stock. This total includes shares acquired through employee stock plans and restricted stock units, as of January 27, 2026, and is reported as directly owned.

What is the role of Curtis C. Farmer at Comerica (CMA) in this filing?

Curtis C. Farmer is identified as a director and as Chairman, President and CEO of Comerica Incorporated. The Form 4 reports changes in his beneficial ownership of Comerica common stock through performance-based SELTPP units and long-term incentive restricted stock units.

How are Comerica (CMA) long-term incentives reflected in this Form 4?

The Form 4 shows 60,170 restricted stock units awarded under Comerica’s Long-Term Incentive Plan. It also reflects previously granted performance-based SELTPP units that converted into shares after the Governance, Compensation and Nominating Committee certified performance results tied to the proposed Fifth Third merger.