[Form 4] COMERICA INC Insider Trading Activity

Rhea-AI Filing Summary

Comerica Inc. Executive Vice President Corey R. Bailey reported multiple equity awards of common stock on January 27, 2026. The filings show three separate acquisitions of common stock at a price of $0 per share, reflecting stock-based compensation rather than open-market purchases.

The awards include 4,250 shares tied to performance restricted stock units granted on January 23, 2024, and 5,005 shares tied to performance units granted on January 28, 2025, both following certified performance results related to Comerica’s proposed merger with Fifth Third. An additional 4,750 shares come from restricted stock units under the company’s Long-Term Incentive Plan, bringing Bailey’s directly held common stock to 44,230 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Bailey Corey R

(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)
	Executive Vice President

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		4,250(1)	A	$0	34,475(2)	D
Common Stock	01/27/2026		A		5,005(3)	A	$0	39,480(2)	D
Common Stock	01/27/2026		A		4,750(4)	A	$0	44,230(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 Corey R. Bailey 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).
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 transaction did Comerica (CMA) report for Corey R. Bailey?

Comerica reported that Executive Vice President Corey R. Bailey acquired multiple blocks of common stock on January 27, 2026. These shares were received as stock-based compensation, not bought on the open market, and were granted at a price of $0 per share.

How many Comerica (CMA) shares does Corey R. Bailey hold after this Form 4?

After the reported transactions, Corey R. Bailey beneficially owns 44,230 shares of Comerica common stock directly. This figure includes shares from employee stock plans, dividend reinvestment, and restricted stock units as of January 27, 2026.

What are SELTPP performance units mentioned in Comerica (CMA) Form 4?

The SELTPP performance units are performance restricted stock units granted to Corey R. Bailey in 2024 and 2025. Following certified performance results related to Comerica’s proposed merger with Fifth Third, these units converted into common stock awarded at no cash cost to Bailey.

How is Comerica’s proposed merger with Fifth Third linked to these CMA insider awards?

Two of the stock awards to Corey R. Bailey stem from SELTPP performance units whose results were certified in connection with Comerica’s previously disclosed proposed merger with Fifth Third. The Governance, Compensation and Nominating Committee certified performance, triggering the share deliveries.

Were Corey R. Bailey’s Comerica (CMA) shares purchased in the open market?

No, the reported Comerica shares were not open-market purchases. They were acquired at a price of $0 per share as equity compensation, including performance-based SELTPP units and restricted stock units under Comerica’s Long-Term Incentive Plan.

What role does Corey R. Bailey hold at Comerica (CMA)?

Corey R. Bailey serves as an Executive Vice President at Comerica. The Form 4 filing identifies Bailey as an officer, and the reported share acquisitions reflect equity compensation tied to performance units and long-term incentive awards.