Franco Larry E. 4

What Happened

• Larry E. Franco, Executive Vice President of Comerica Inc. (CMA), was granted/awarded a total of 6,450 shares (2,755 + 3,695) on January 27, 2026. Each line is reported at $0.00 (award/grant), so no cash was paid; these are restricted stock unit awards rather than open-market purchases or sales.

Key Details

• Transaction date: January 27, 2026; Filing date: January 29, 2026 (appears timely under the Form 4 two-business-day rule).
• Transaction type/code: A = Award/Grant; reported price: $0.00.
• Total shares awarded: 6,450 shares (2,755 + 3,695).
• Amount owned following transaction: Not specified in the filing.
• Relevant footnotes:
  • F1: These represent performance restricted stock units ("SELTPP Units") originally granted Jan 28, 2025; the issuer’s Governance, Compensation and Nominating Committee certified the performance results in connection with the previously disclosed proposed merger with Fifth Third.
  • F3: Awards are restricted stock units under the issuer’s Long-Term Incentive Plan.
  • F2: References that shares reported may include employee plan shares, dividend reinvestment, and restricted stock units as of Jan 27, 2026.
• Remark: Ex. 24 – Power of Attorney listed on the filing.

Context

• These awards are compensation/vesting events (not purchases or sales). Performance RSUs typically vest or become payable once performance goals are certified; they don’t necessarily signal buying or selling intent by the insider.
• For retail investors, purchases are often more informative of insider conviction; awards like these are common executive compensation and should be interpreted as pay-related, not a market-timing action.