Comerica (CMA) EVP Michael Ritchie reports new stock awards in Form 4

Rhea-AI Filing Summary

Comerica Inc. Executive Vice President Michael T. Ritchie reported stock awards of common shares on January 27, 2026. He received 6,785 performance-based restricted stock units from a January 23, 2024 grant, 5,760 similar units from a January 28, 2025 grant, and 6,440 restricted stock units under the issuer's Long-Term Incentive Plan, all at a per-share price of $0.

After these awards, he beneficially owned 58,849 common shares, including shares from employee stock plans, dividend reinvestment, restricted stock units, and a deferred compensation plan as of January 27, 2026. The performance-based units were certified by Comerica's Governance, Compensation and Nominating Committee in connection with the previously disclosed proposed merger with Fifth Third.

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^*

RITCHIE MICHAEL T

(Last) (First) (Middle)

411 WEST LAFAYETTE

MC-3247

(Street)

DETROIT MI 48226

(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		6,785(1)	A	$0	46,649(2)	D
Common Stock	01/27/2026		A		5,760(3)	A	$0	52,409(2)	D
Common Stock	01/27/2026		A		6,440(4)	A	$0	58,849(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, restricted stock units and stock units held pursuant to a deferred compensation plan 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 Michael T. Ritchie 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 did Comerica (CMA) disclose about Michael T. Ritchie’s stock awards?

Comerica reported that Executive Vice President Michael T. Ritchie received multiple common stock awards on January 27, 2026. These included performance restricted stock units and long-term incentive plan units, all granted at a price of $0 per share as equity compensation.

How many Comerica shares did Michael T. Ritchie receive in the January 27, 2026 Form 4?

Michael T. Ritchie received 6,785 performance units from a 2024 grant, 5,760 performance units from a 2025 grant, and 6,440 restricted stock units. All were reported as acquisitions of Comerica common stock at a per-share price of $0 on January 27, 2026.

How many Comerica (CMA) shares does Michael T. Ritchie beneficially own after these transactions?

Following the reported January 27, 2026 awards, Michael T. Ritchie beneficially owned 58,849 Comerica common shares. This figure includes shares from employee stock plans, dividend reinvestment, restricted stock units, and stock units held in a deferred compensation plan as of that date.

What are SELTPP Units mentioned in the Comerica Form 4 for Michael T. Ritchie?

SELTPP Units are performance restricted stock units granted as part of Comerica’s long-term incentive structure. Ritchie’s Form 4 notes SELTPP units granted in January 2024 and January 2025, with performance results certified by the Governance, Compensation and Nominating Committee in connection with a proposed merger.

How is Comerica’s proposed merger with Fifth Third referenced in this Form 4 filing?

The filing states that performance results for SELTPP Units granted to Michael T. Ritchie were certified by Comerica’s Governance, Compensation and Nominating Committee in connection with the issuer’s previously disclosed proposed merger with Fifth Third, tying performance certification to that transaction context.

Were Michael T. Ritchie’s January 27, 2026 Comerica share awards purchased for cash?

No, the reported awards to Michael T. Ritchie were granted at a per-share price of $0. They represent equity compensation in the form of performance-based restricted stock units and restricted stock units under Comerica’s long-term incentive and related employee benefit plans.