Comerica (CMA) EVP J. McGregor Carr details stock unit vesting and share withholding

Rhea-AI Filing Summary

Comerica Inc. executive J. McGregor Carr reported equity award activity and tax withholding transactions involving Comerica common stock. On December 29, 2025, Carr acquired 4,479 shares at a price of $0, representing performance restricted stock units (SELTPP Units) granted on January 24, 2023 that were settled in stock. These SELTPP Units vest in one installment after results are certified for a three-year performance period ending December 31, 2025, and their vesting and settlement were accelerated by the issuer’s Governance, Compensation and Nominating Committee in connection with the issuer’s previously disclosed proposed merger with Fifth Third for tax purposes.

The filing also shows that 3,228 shares were disposed of at $87.95 per share, reflecting shares withheld to cover taxes due on the vesting of restricted stock units and SELTPP Units. After these transactions, Carr directly beneficially owned 33,222 Comerica shares, including stock acquired through employee plans, dividend reinvestment, and restricted stock units as of December 29, 2025.

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^*

CARR JAMES MCGREGOR

(Last) (First) (Middle)

1717 MAIN STREET

MC 6507

(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 Pres.

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2025

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	12/29/2025		A		4,479(1)	A	$0	36,450(2)	D
Common Stock	12/29/2025		F		3,228(3)	D	$87.95	33,222(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. In connection with the issuer's previously disclosed proposed merger with Fifth Third, the issuer's Governance, Compensation and Nominating Committee accelerated the vesting and settlement of certain SELTPP Units for tax purposes.

2. Includes shares acquired through employee stock plans, shares purchased with reinvested dividends and restricted stock units as of December 29, 2025.

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 J. McGregor Carr through Power of Attorney	12/30/2025
	** 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 transactions did Comerica (CMA) executive J. McGregor Carr report?

The report shows that on December 29, 2025, J. McGregor Carr acquired 4,479 shares of Comerica common stock at $0 from the settlement of performance restricted stock units and had 3,228 shares withheld at $87.95 per share to cover taxes on vested restricted stock and SELTPP Units.

How many Comerica (CMA) shares does J. McGregor Carr beneficially own after the reported transactions?

Following the reported transactions on December 29, 2025, J. McGregor Carr directly beneficially owned 33,222 shares of Comerica common stock.

What are SELTPP Units referenced in the Comerica (CMA) insider filing?

SELTPP Units are performance restricted stock units granted to the reporting person on January 24, 2023. They are settled in stock and vest in one installment after certification of results for a three-year performance period ending on December 31, 2025.

Why was the vesting of Comerica (CMA) SELTPP Units accelerated for J. McGregor Carr?

The issuer’s Governance, Compensation and Nominating Committee accelerated the vesting and settlement of certain SELTPP Units for tax purposes in connection with the issuer’s previously disclosed proposed merger with Fifth Third.

What does the tax withholding transaction in the Comerica (CMA) filing represent?

The disposition of 3,228 shares at $87.95 per share is described as aggregate shares withheld for taxes on shares payable on vesting of Restricted Stock Units and SELTPP Units.

What is J. McGregor Carr’s role at Comerica (CMA) according to the filing?

The filing identifies J. McGregor Carr as an officer of Comerica Inc., with the title Executive Vice President.