Comerica (CMA) CEO Farmer logs stock award and tax share withholding

Rhea-AI Filing Summary

Comerica Incorporated Chairman, President and CEO Curtis C. Farmer reported equity award activity in company stock. On January 15, 2026, he acquired 47,345 shares of common stock at $0, representing performance restricted stock units granted on January 24, 2023 that are settled in stock after a three-year performance period ending December 31, 2025. On the same date, 24,032 shares of common stock at $91.51 per share were withheld to cover taxes due on the vesting of restricted stock units and SELTPP Units. After these transactions, Farmer directly beneficially owned 314,708 shares of Comerica common stock, which includes shares acquired through employee stock plans 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^*

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)
01/15/2026

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		47,345(1)	A	$0	338,740(2)	D
Common Stock	01/15/2026		F		24,032(3)	D	$91.51	314,708(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 and restricted stock units 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 Curtis C. Farmer 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) CEO Curtis C. Farmer report on January 15, 2026?

On January 15, 2026, Curtis C. Farmer reported acquiring 47,345 shares of Comerica common stock at $0 from performance-based restricted stock units, and 24,032 shares were withheld at $91.51 per share to cover taxes on vesting of restricted stock units and SELTPP Units.

How many Comerica (CMA) shares does Curtis C. Farmer own after this Form 4 filing?

Following the reported transactions, Curtis C. Farmer beneficially owned 314,708 shares of Comerica common stock directly, including shares acquired through employee stock plans and restricted stock units as of January 15, 2026.

What is the nature of the 47,345-share award reported by Comerica (CMA) CEO Curtis C. Farmer?

The 47,345 shares reflect performance restricted stock units, referred to as SELTPP Units, that 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 24,032 Comerica (CMA) shares reported as disposed of by Curtis C. Farmer?

The 24,032 shares of Comerica common stock reported as disposed of at $91.51 per share represent shares withheld to satisfy tax withholding obligations on shares payable upon vesting of restricted stock units and SELTPP Units.

What role does Curtis C. Farmer hold at Comerica (CMA) according to this Form 4?

According to the filing, Curtis C. Farmer serves as a Director and as an Officer of Comerica, with the title Chairman, President and CEO.

Were the reported Comerica (CMA) transactions direct or indirect holdings for Curtis C. Farmer?

Both reported common stock transactions are classified as direct (D) ownership for Curtis C. Farmer, with no separate indirect ownership entity described in the filing.