RITCHIE MICHAEL T 4

What Happened
Michael T. Ritchie, Executive Vice President of Comerica Inc. (CMA), received three equity awards on January 27, 2026 totaling 18,985 shares: 6,785; 5,760; and 6,440 shares. Each award was reported at $0.00 (awarded stock units rather than a purchase), so no cash changed hands. Footnotes indicate these include performance restricted stock units (SELTPP Units) and long-term incentive restricted stock units whose performance results were certified in connection with the issuer’s previously disclosed proposed merger with Fifth Third.

Key Details

• Transaction date: 2026-01-27; Report filed on Form 4: 2026-01-29 (timely filing).
• Awards: 6,785 + 5,760 + 6,440 = 18,985 shares; reported price $0.00 (award/grant).
• Shares owned after transaction: not specified in the filing.
• Notable footnotes:
  • F1 & F3 — SELTPP (performance) units granted earlier (Jan 23, 2024 and Jan 28, 2025) whose performance was certified.
  • F4 — restricted stock units under the Issuer’s Long‑Term Incentive Plan.
  • F2 — references shares held through employee plans, dividend reinvestment, RSUs and deferred comp as of Jan 27, 2026.
• Filing status: Timely (no late filing indicated).

Context
These awards are performance- and time-based restricted stock units (not open-market purchases or sales). Performance certification (per footnotes) triggered the issuance of SELTPP units; such awards represent compensation and potential future vested shares rather than an immediate purchase or sale. Awards do not, by themselves, indicate an insider buying or selling for investment reasons.