Comerica (CMA) awards stock and performance units to Sr EVP Hays

Rhea-AI Filing Summary

Comerica Inc. senior executive vice president and chief legal officer Von E. Hays reported stock-based awards of common stock on January 27, 2026. The filings show acquisitions of 6,395, 6,610 and 8,975 shares at a price of $0 per share, reflecting restricted stock unit grants.

Footnotes explain that two awards represent performance restricted stock units (SELTPP Units) originally granted in 2024 and 2025, with performance results certified in connection with Comerica’s previously disclosed proposed merger with Fifth Third. Another award consists of restricted stock units under the company’s Long-Term Incentive Plan. Following these grants, Hays directly beneficially owns 47,161 Comerica common shares 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^*

Hays Von E

(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)
	Sr EVP and Chief Legal Officer

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		6,395(1)	A	$0	31,576(2)	D
Common Stock	01/27/2026		A		6,610(3)	A	$0	38,186(2)	D
Common Stock	01/27/2026		A		8,975(4)	A	$0	47,161(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, shares purchased with reinvested dividends 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 Von E. Hays 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.
* 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) report for Von E. Hays?

Comerica reported that Sr EVP and Chief Legal Officer Von E. Hays acquired multiple common stock awards on January 27, 2026. These include performance-based and time-based restricted stock units granted at $0 per share under company incentive plans.

How many Comerica (CMA) shares does Von E. Hays own after the latest Form 4?

After the reported transactions on January 27, 2026, Von E. Hays beneficially owns 47,161 shares of Comerica common stock directly. This total includes shares from employee stock plans, dividend reinvestment, and restricted stock units, as described in the footnotes.

What types of equity awards did Comerica (CMA) grant to Von E. Hays?

The awards include performance restricted stock units labeled SELTPP Units and restricted stock units under Comerica’s Long-Term Incentive Plan. SELTPP Units were originally granted in 2024 and 2025, with performance results later certified by the Governance, Compensation and Nominating Committee.

What were the share amounts in Von E. Hays’s new Comerica (CMA) grants?

On January 27, 2026, Von E. Hays acquired 6,395, 6,610 and 8,975 shares of Comerica common stock through stock-based awards. Each block was reported at a transaction price of $0 per share, consistent with restricted stock unit and performance unit settlements.

How is the proposed Fifth Third merger referenced in Comerica’s Form 4?

The footnotes state that SELTPP performance restricted stock units granted in 2024 and 2025 had their performance results certified in connection with Comerica’s previously disclosed proposed merger with Fifth Third. This certification relates to how those performance-based awards were determined.

Are Von E. Hays’s Comerica (CMA) holdings direct or indirect?

The Form 4 shows that Von E. Hays’s 47,161 Comerica common shares following the reported transactions are held with direct beneficial ownership. The form does not list any indirect ownership entities for these particular holdings in the provided excerpt.