Comerica Inc.

10/30/2025 | Press release | Distributed by Public on 10/30/2025 14:11

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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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
FARMER CURTIS C
2. Issuer Name and Ticker or Trading Symbol
COMERICA INC [CMA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman, President and CEO
(Last) (First) (Middle)
COMERICA INCORPORATED, 1717 MAIN STREET, MC 6404
3. Date of Earliest Transaction (Month/Day/Year)
10/29/2025
(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 10/29/2025 G(1) 6,430 D $ 0 292,651(2) D
Common Stock 10/29/2025 M 5,648 A $32.97 298,299(2) D
Common Stock 10/29/2025 F 3,694(3) D $76.77 294,605(2) 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) $32.97 10/29/2025 M 5,648 01/26/2017(4) 01/26/2026 Common Stock 5,648 $32.97 0 D
Employee Stock Option (right to buy) $67.66 01/24/2018(4) 01/24/2027 Common Stock 4,272 4,272 D
Employee Stock Option (right to buy) $95.25 01/23/2019(4) 01/23/2028 Common Stock 4,935 4,935 D
Employee Stock Option (right to buy) $80.17 01/22/2020(4) 01/22/2029 Common Stock 6,605 6,605 D
Employee Stock Option (right to buy) $79.01 04/23/2020(4) 04/23/2029 Common Stock 6,700 6,700 D
Employee Stock Option (right to buy) $63.15 01/28/2021(4) 01/28/2030 Common Stock 25,030 25,030 D
Employee Stock Option (right to buy) $60.12 01/26/2022(4) 01/26/2031 Common Stock 20,140 20,140 D
Employee Stock Option (right to buy) $92.58 01/25/2023(4) 01/25/2032 Common Stock 16,865 16,865 D
Employee Stock Option (right to buy) $71.16 01/24/2024(4) 01/24/2033 Common Stock 24,400 24,400 D
Employee Stock Option (right to buy) $53.96 01/23/2025(4) 01/25/2034 Common Stock 29,660 29,660 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FARMER CURTIS C
COMERICA INCORPORATED
1717 MAIN STREET, MC 6404
DALLAS, TX 75201
X Chairman, President and CEO

Signatures

/s/ Steven Franklin, on behalf of Curtis C. Farmer through Power of Attorney 10/30/2025
**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) Reflects the gift of common stock to a charitable donor advised fund.
(2) Includes shares acquired through employee stock plans and restricted stock units as of October 29, 2025.
(3) Reflects shares withheld for payment of exercise price and to satisfy tax withholding obligations.
(4) The options vest in four equal annual installments (based on the original grant amount) beginning on the date indicated in this column.

Remarks:
Ex. 24 - Power of Attorney
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.
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