Comerica Inc.

01/23/2026 | Press release | Distributed by Public on 01/23/2026 16:18

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
WEBER JAMES HARRY
2. Issuer Name and Ticker or Trading Symbol
COMERICA INC [CMA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President
(Last) (First) (Middle)
1717 MAIN STREET, MC 6503
3. Date of Earliest Transaction (Month/Day/Year)
01/22/2026
(Street)
DALLAS, TX 75201
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/22/2026 M 1,335 A $67.66 21,878(1) D
Common Stock 01/22/2026 M 543 A $53.96 22,421(1) D
Common Stock 01/22/2026 M 1,375 A $80.17 23,796(1) D
Common Stock 01/22/2026 M 2,475 A $63.15 26,271(1) D
Common Stock 01/22/2026 M 2,130 A $60.12 28,401(1) D
Common Stock 01/22/2026 M 940 A $71.16 29,341(1) D
Common Stock 01/22/2026 S 8,798 D $98.04(2) 20,543(1) D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $67.66 01/22/2026 M 1,335 01/24/2018(3) 01/24/2027 Common Stock 1,335 $ 0 0 D
Employee Stock Option (right to buy) $53.96 01/22/2026 M 543 01/23/2025(3) 01/23/2034 Common Stock 543 $ 0 1,632 D
Employee Stock Option (right to buy) $80.17 01/22/2026 M 1,375 01/22/2020(3) 01/22/2029 Common Stock 1,375 $ 0 0 D
Employee Stock Option (right to buy) $63.15 01/22/2026 M 2,475 01/28/2021(3) 01/28/2030 Common Stock 2,475 $ 0 0 D
Employee Stock Option (right to buy) $60.12 01/22/2026 M 2,130 01/26/2022(3) 01/26/2031 Common Stock 2,130 $ 0 0 D
Employee Stock Option (right to buy) $71.16 01/22/2026 M 940 01/24/2024(3) 01/24/2033 Common Stock 940 $ 0 940 D
Employee Stock Option (right to buy) $92.58 01/25/2023(3) 01/25/2032 Common Stock 1,480 1,480 D
Employee Stock Option (right to buy) $95.25 01/23/2019(3) 01/23/2028 Common Stock 995 995 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WEBER JAMES HARRY
1717 MAIN STREET
MC 6503
DALLAS, TX 75201
Executive Vice President

Signatures

/s/ Steven Franklin, on behalf of James H. Weber through Power of Attorney 01/23/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Includes shares acquired through employee stock plans, shares purchased with reinvested dividends and restricted stock units as of January 22, 2026.
(2) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.81 to $98.21, 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.
(3) The options vest in four equal annual installments (based on the original grant amount) beginning on the date indicated in this column.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Comerica Inc. published this content on January 23, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on January 23, 2026 at 22:18 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]