COMERICA INC — Director's Dealing 2023

Mar 2, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMERICA INC /NEW/ (CMA)
CIK: 0000028412
Period of Report: 2023-02-28

Reporting Person: Bridges Wendy (EVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-28	Common Stock	A	858	—	Acquired	17672	Direct
2023-02-28	Common Stock	F	209	$70.10	Disposed	17463	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$32.97	2026-01-26	Common Stock (942.0)	942	Direct
Employee Stock Option (right to buy)	$67.66	2027-01-24	Common Stock (1900.0)	1900	Direct
Employee Stock Option (right to buy)	$95.25	2028-01-23	Common Stock (825.0)	825	Direct
Employee Stock Option (right to buy)	$80.17	2029-01-22	Common Stock (1185.0)	1185	Direct
Employee Stock Option (right to buy)	$63.15	2030-01-28	Common Stock (1925.0)	1925	Direct
Employee Stock Option (right to buy)	$60.12	2031-01-26	Common Stock (855.0)	855	Direct
Employee Stock Option (right to buy)	$92.58	2032-01-25	Common Stock (1195.0)	1195	Direct
Employee Stock Option (right to buy)	$71.16	2033-01-24	Common Stock (1515.0)	1515	Direct

Footnotes

F1: On January 28, 2020, a "target" award of 790 performance restricted stock units ("SELTPP units") was granted to the reporting person pursuant to Comerica Incorporated's long-term incentive plan. The SELTPP units are settled in stock and vest in one installment following certification of results for a three-year performance period. The performance period ended on December 31, 2022, and on February 28, 2023, the SELTPP units vested upon Comerica's Governance, Compensation and Nominating Committee certification that (1) performance was achieved at 108.7% based upon satisfaction of a three-year average return on common equity excluding certain nonperformance items performance goal and (2) the negative total shareholder return modifier of 10 percentage points would not be applied based upon satisfaction of a relative total shareholder return goal.

F2: Includes shares acquired through employee stock plans, shares purchased with reinvested dividends, restricted stock units and stock units held pursuant to a deferred compensation plan as of February 28, 2023.

F3: The options vest in four equal annual installments (based on the original grant amount) beginning on the date indicated in this column.