Fleming Allysun C 4

4 · COMERICA INC · Filed Jan 29, 2026

AI-generated summary of this filing

Updated Jan 29, 2026

Comerica (CMA) EVP Allysun Fleming Sells 8,864 Shares

What Happened

Allysun C. Fleming, Executive Vice President of Comerica Incorporated (CMA), executed multiple equity transactions on January 27, 2026. Fleming exercised stock options (derivative conversions) totaling 2,988 shares (1,646 shares at $71.16 = $117,129 and 1,342 shares at $53.96 = $72,414; total cash paid about $189,543). Fleming then sold 8,864 shares in the open market at a weighted average price of $94.47 for gross proceeds of approximately $837,382. In addition, Fleming was granted awards totaling 14,780 shares (5,280 + 4,485 + 5,015) consisting of restricted stock units and performance restricted stock units (RSUs/PRSU), reported with $0 purchase price.

Key Details

Transaction date: January 27, 2026.
Sales: 8,864 shares sold, weighted average price $94.47 (range $94.13–$94.58); gross proceeds ≈ $837,382 (footnote offers to provide per-price breakdown on request).
Option exercises: 1,646 shares @ $71.16 ($117,129) and 1,342 shares @ $53.96 ($72,414); combined cash paid ≈ $189,543.
Awards received: 14,780 RSU/PRSU shares awarded (no cash paid).
Filings/timeliness: Form 4 filed Jan 29, 2026 for Jan 27 transactions—appears timely (filed within the usual 2-business-day window).
Shares owned after transaction: Not explicitly stated in the transaction lines; filing notes that totals include shares from employee plans, dividend reinvestment and RSUs as of Jan 27, 2026 (see footnote F1).

Context

Derivative transactions: The filing shows option exercises (code M). Some derivative entries are recorded as disposed at $0, which reflects conversion/settlement mechanics tied to the exercises rather than a separate cash sale price. Fleming’s exercised shares were at least partially sold in the open market (cashless outcome).
Awards: Footnotes indicate performance RSUs (SELTPP Units) from 2024 and 2025 were certified in connection with the issuer’s previously disclosed proposed merger with Fifth Third (footnotes F3, F4); other awards are standard long-term incentive restricted stock units (F5).
Investor takeaway: The filing documents both a sale (realized proceeds ~ $837K) and new long-term awards; purchases/awards can be a more informative signal than routine sales, but these filings are factual records and do not state any insider intent.

Form 4

Period: 2026-01-27

Executive Vice President

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-01-27$71.16/sh+1,646$117,129→ 12,307 total
Exercise/Conversion
Common Stock
[F1]
2026-01-27$53.96/sh+1,342$72,414→ 13,649 total
Sale
Common Stock
[F2][F1]
2026-01-27$94.47/sh−8,864$837,382→ 4,785 total
Award
Common Stock
[F3][F1]
2026-01-27+5,280→ 10,065 total
Award
Common Stock
[F4][F1]
2026-01-27+4,485→ 14,550 total
Award
Common Stock
[F5][F1]
2026-01-27+5,015→ 19,565 total
Exercise/Conversion
Employee Stock Option (right to buy)
[F6]
2026-01-27−1,646→ 549 total
Exercise: $71.16From: 2024-01-24Exp: 2033-01-24→ Common Stock (1,646 underlying)
Exercise/Conversion
Employee Stock Option (right to buy)
[F6]
2026-01-27−1,342→ 1,343 total
Exercise: $53.96From: 2025-01-23Exp: 2034-01-23→ Common Stock (1,342 underlying)

Footnotes (6)

[F1]Includes shares acquired through employee stock plans, shares purchased with reinvested dividends and restricted stock units as of January 27, 2026.
[F2]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.13 to $94.58, inclusive. The reporting person undertakes to provide to Comerica Incorporated, any security holder of Comerica Incorporated, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4.
[F3]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.
[F4]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.
[F5]Restricted stock units awarded under Issuer's Long-Term Incentive Plan.
[F6]The options vest in four equal annual installments (based on the original grant amount) beginning on the date indicated in this column.

Signature

/s/ Steven Franklin, on behalf of Allysun C. Fleming through Power of Attorney|2026-01-29

1 file