Burkhart Megan D 4

What Happened

• Megan D. Burkhart, Senior Executive Vice President & Chief Administrative Officer of Comerica Inc. (CMA), received three equity awards on January 27, 2026 totaling 28,450 shares: 9,450; 8,970; and 10,030 units. Each award is reported as an acquisition (code A) at $0.00 (awarded restricted stock units), so the filing shows no cash purchase. These awards include performance-based SELTPP units and restricted stock units under the company’s Long‑Term Incentive Plan.

Key Details

• Transaction date(s) and price: Jan 27, 2026 — 9,450 / 8,970 / 10,030 units at $0.00 (awarded).
• Total awarded: 28,450 restricted stock units.
• Shares owned after transaction: The filing does not state a specific total holdings figure; footnote F2 notes reported holdings include shares from employee stock plans, reinvested dividends and RSUs as of Jan 27, 2026.
• Notable footnotes:
  • F1: Some units represent SELTPP performance units granted Jan 23, 2024; committee certified performance results in connection with the previously disclosed proposed merger with Fifth Third.
  • F3: Some units represent SELTPP units granted Jan 28, 2025; certification similarly noted.
  • F4: Awards include restricted stock units under the issuer’s Long‑Term Incentive Plan.
• Filing info/timeliness: Report filed Jan 29, 2026 covering transactions on Jan 27, 2026 (appears timely under Form 4 rules).

Context

• These were awards of restricted/performance stock units, not open‑market purchases or sales. Such grants typically vest subject to time and/or performance conditions and convert to shares (and/or cash) based on the company’s stock price and fulfillment of vesting criteria. Awards do not represent an immediate cash outlay by the insider and should be interpreted as compensation rather than an outright market directional bet.