Comerica (NYSE: CMA) legal chief details stock grant, tax withholding

Rhea-AI Filing Summary

Comerica Inc. senior executive Von E. Hays, Sr EVP and Chief Legal Officer, reported two insider transactions in company common stock. On January 15, 2026, Hays acquired 4,733 shares at $0 upon vesting of performance-based SELTPP restricted stock units granted on January 24, 2023. On the same date, 1,943 shares were withheld at $91.51 per share to cover taxes due on the vesting. After these transactions, Hays directly owned 25,181 Comerica common shares.

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^*

Hays Von E

(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)
	Sr EVP and Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

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	01/15/2026		A		4,733(1)	A	$0	27,124(2)	D
Common Stock	01/15/2026		F		1,943(3)	D	$91.51	25,181(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.

2. Includes shares acquired through employee stock plans, shares purchased with reinvested dividends and restricted stock units as of January 15, 2026.

3. Reflects shares withheld for taxes on shares payable on vesting of SELTPP Units.

Remarks:

	/s/ Steven Franklin, on behalf of Von E. Hays through Power of Attorney	01/20/2026
	** 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.
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FAQ

What insider stock transactions did Comerica (CMA) report for Von E. Hays on January 15, 2026?

Von E. Hays reported acquiring 4,733 Comerica common shares at $0 from vesting performance-based SELTPP units and having 1,943 shares withheld at $91.51 per share to cover taxes, all on January 15, 2026.

Who is the insider involved in this Comerica (CMA) Form 4 filing and what is their role?

The reporting person is Von E. Hays, who serves as Senior Executive Vice President and Chief Legal Officer of Comerica Inc..

How many Comerica (CMA) shares does Von E. Hays own after the reported Form 4 transactions?

Following the reported transactions, Von E. Hays directly beneficially owned 25,181 shares of Comerica common stock.

What is the nature of the 4,733 Comerica (CMA) shares acquired by Von E. Hays?

The 4,733 shares represent performance restricted stock units (SELTPP Units) granted on January 24, 2023, which are settled in stock and vest in one installment after certification of results for a three-year performance period ending December 31, 2025.

Why were 1,943 Comerica (CMA) shares reported as disposed of by Von E. Hays?

The 1,943 shares reported as disposed of at $91.51 per share reflect shares withheld for taxes on stock payable upon the vesting of the SELTPP Units.

Are Von E. Hays’ Comerica (CMA) holdings direct or indirect after these Form 4 transactions?

After the reported transactions, the 25,181 Comerica common shares are held with direct ownership by Von E. Hays.

What additional Comerica (CMA) share sources are included in Von E. Hays’ reported holdings?

The reported holdings include shares acquired through employee stock plans, shares purchased with reinvested dividends, and restricted stock units as of January 15, 2026.