COMERICA INC·4

Jan 29, 4:18 PM ET

Hays Von E 4

4 · COMERICA INC · Filed Jan 29, 2026

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Comerica (CMA) Sr. EVP Hays Von E Receives 21,980-Share Award

What Happened Hays Von E, Comerica’s Senior Executive Vice President and Chief Legal Officer, received a total of 21,980 shares as awards on January 27, 2026. The filing shows three grant lines: 6,395 shares, 6,610 shares, and 8,975 shares, each reported at $0.00 per share (award/grant, code A). These are grants/vestings of restricted/performance-based stock units rather than open-market purchases or sales.

Key Details

  • Transaction date and type: January 27, 2026 — three grants/awards (A) of 6,395; 6,610; and 8,975 shares, reported at $0.00 per share.
  • Total shares awarded: 21,980 shares.
  • Shares owned after transaction: the filing provided does not state a single consolidated total beneficial ownership figure in the supplied data; footnote F2 notes the filing’s share counts include employee plan shares, reinvested dividends and RSUs as of Jan 27, 2026.
  • Notable footnotes: F1 and F3 denote performance restricted stock units (SELTPP Units) granted on Jan 23, 2024 and Jan 28, 2025, respectively, for which the issuer’s committee certified performance results in connection with the previously disclosed proposed merger with Fifth Third. F4 refers to RSUs under the issuer’s Long‑Term Incentive Plan.
  • Filing timeliness: The Form 4 was filed Jan 29, 2026 for Jan 27 transactions and appears to be timely.

Context These entries reflect compensation awards and/or the certification/vesting of previously granted performance units, not purchases or sales. Performance restricted stock units vest based on achievement of specified metrics (and here were certified by the company’s committee, noting the issuer’s disclosed proposed merger). Such awards are routine executive compensation and do not by themselves indicate an insider buying or selling for personal investment reasons.

Insider Transaction Report

Form 4
Period: 2026-01-27
Hays Von E
Sr EVP and Chief Legal Officer
Transactions
  • Award

    Common Stock

    [F1][F2]
    2026-01-27+6,39531,576 total
  • Award

    Common Stock

    [F3][F2]
    2026-01-27+6,61038,186 total
  • Award

    Common Stock

    [F4][F2]
    2026-01-27+8,97547,161 total
Footnotes (4)
  • [F1]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.
  • [F2]Includes shares acquired through employee stock plans, shares purchased with reinvested dividends and restricted stock units as of January 27, 2026.
  • [F3]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.
  • [F4]Restricted stock units awarded under Issuer's Long-Term Incentive Plan.
Signature
/s/ Steven Franklin, on behalf of Von E. Hays through Power of Attorney|2026-01-29

Documents

1 file
  • 4
    wk-form4_1769721530.xmlPrimary

    FORM 4