Comerica (NYSE: CMA) EVP James Weber reports new 11,660-share stock award

Rhea-AI Filing Summary

Comerica Inc. executive James H. Weber reported stock awards that increased his direct common stock holdings. On January 27, 2026, he acquired 3,565, 3,030, and 4,065 shares of Comerica common stock at a stated price of $0 per share, reflecting restricted and performance-based stock unit vesting.

Following these awards, Weber directly beneficially owned 31,203 shares of Comerica common stock as of January 27, 2026. Some of the awards relate to performance restricted stock units tied to earlier grants and to the issuer’s previously disclosed proposed merger with Fifth Third, as certified by the Governance, Compensation and Nominating Committee.

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^*

WEBER JAMES HARRY

(Last) (First) (Middle)

1717 MAIN STREET

MC 6503

(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		3,565(1)	A	$0	24,108(2)	D
Common Stock	01/27/2026		A		3,030(3)	A	$0	27,138(2)	D
Common Stock	01/27/2026		A		4,065(4)	A	$0	31,203(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 James H. Weber 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 James H. Weber?

Comerica Executive Vice President James H. Weber reported acquiring multiple blocks of common stock on January 27, 2026. These awards came from performance restricted stock units and restricted stock units, increasing his directly beneficially owned Comerica common shares to a total of 31,203.

How many Comerica (CMA) shares does James H. Weber own after this Form 4?

After the reported transactions, James H. Weber directly beneficially owned 31,203 shares of Comerica common stock as of January 27, 2026. This figure includes shares from employee stock plans, dividend reinvestment, and restricted stock units, according to the explanatory footnote in the filing.

What were the specific Comerica (CMA) stock awards James H. Weber received?

On January 27, 2026, James H. Weber received awards of 3,565, 3,030, and 4,065 Comerica common shares at a stated price of $0 per share. The filing explains these represent vested performance restricted stock units and other restricted stock units under Comerica’s long-term incentive arrangements.

How is Comerica’s proposed merger with Fifth Third tied to this Form 4?

Some of James H. Weber’s reported share awards come from SELTPP performance restricted stock units granted in 2024 and 2025. The Governance, Compensation and Nominating Committee certified performance results in connection with Comerica’s previously disclosed proposed merger with Fifth Third, triggering these performance-based share deliveries.

What is the role of James H. Weber at Comerica (CMA)?

James H. Weber is identified as an Executive Vice President of Comerica Inc. in the Form 4 filing. The report shows his status as an officer of the issuer and details his directly held common stock position following the January 27, 2026 equity awards.

Were James H. Weber’s Comerica (CMA) share awards purchased for cash?

The reported acquisitions list a transaction price of $0 per share for each block of Comerica common stock. The explanatory notes state these shares represent vested performance restricted stock units and restricted stock units granted under Comerica’s long-term incentive and employee-related equity programs.