Comerica (NYSE: CMA) risk chief granted 10,170 new share awards

Rhea-AI Filing Summary

Comerica Inc. executive Kristina E. Janssens was granted 10,170 shares of common stock as equity awards. On January 27, 2026, she received 1,205 performance-based restricted stock units from a January 23, 2024 grant and 2,630 units from a January 28, 2025 grant, after performance was certified in connection with Comerica’s proposed merger with Fifth Third. She was also awarded 6,335 restricted stock units under Comerica’s Long-Term Incentive Plan. Following these grants, she directly beneficially owned 18,887 shares of common stock, including 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

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^*

Janssens Kristina E.

(Last) (First) (Middle)

36455 CORPORATE DR.

(Street)

FARMINGTON HILLS MI 48331

(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 Risk 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		1,205(1)	A	$0	9,922(2)	D
Common Stock	01/27/2026		A		2,630(3)	A	$0	12,552(2)	D
Common Stock	01/27/2026		A		6,335(4)	A	$0	18,887(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 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 Kristina E. Janssens 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 share awards did Comerica (CMA) report for Kristina E. Janssens?

Comerica reported that SEVP and Chief Risk Officer Kristina E. Janssens received 10,170 shares of common stock as equity awards. These include performance-based restricted stock units and restricted stock units granted under the company’s Long-Term Incentive Plan on January 27, 2026.

How many Comerica (CMA) shares does Kristina E. Janssens now beneficially own?

After the January 27, 2026 equity awards, Kristina E. Janssens beneficially owned 18,887 shares of Comerica common stock. This total includes restricted stock units credited to her as of that same date, reflecting her cumulative direct equity interests in the company.

What performance-based equity did Comerica (CMA) grant related to the Fifth Third merger?

Comerica granted Janssens performance restricted stock units, called SELTPP Units, from grants dated January 23, 2024 and January 28, 2025. These vested after the Governance, Compensation and Nominating Committee certified performance results connected to Comerica’s previously disclosed proposed merger with Fifth Third.

What portion of Kristina E. Janssens’ Comerica (CMA) awards are from the Long-Term Incentive Plan?

Of the January 27, 2026 awards, 6,335 shares represent restricted stock units granted under Comerica’s Long-Term Incentive Plan. This plan-based award is separate from the performance-based SELTPP Units tied to earlier grant dates and certified merger-related performance results.

Were Kristina E. Janssens’ new Comerica (CMA) shares purchased for cash?

The reported grants to Kristina E. Janssens were awarded at a price of $0 per share. This indicates they were equity compensation awards, not open-market share purchases, and formed part of her performance-based and long-term incentive compensation structure at Comerica.