Comerica (CMA) SEVP Megan Burkhart reports tax withholding on RSU shares

Rhea-AI Filing Summary

Comerica Inc. executive Megan D. Burkhart, SEVP & Chief Administrative Officer, reported a routine equity transaction involving company common stock. On 12/29/2025, 1,454 shares of Comerica common stock were withheld at $87.95 per share, identified as a tax withholding related to the vesting of restricted stock units. After this transaction, she beneficially owned 50,887 shares directly.

The reported holdings include shares acquired through employee stock plans, shares purchased with reinvested dividends, and restricted stock units as of December 29, 2025. No derivative securities transactions were reported in this filing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Burkhart Megan D

(Last) (First) (Middle)

1717 MAIN STREET

MC 6515

(Street)

DALLAS TX 75201

(City) (State) (Zip)

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)
	SEVP & Chief Admin Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2025

4. If Amendment, Date of 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

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	12/29/2025		F		1,454(1)	D	$87.95	50,887(2)	D

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 Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. Reflects aggregate shares withheld for taxes on shares payable on vesting of Restricted Stock Units.

2. Includes shares acquired through employee stock plans, shares purchased with reinvested dividends and restricted stock units as of December 29, 2025.

Remarks:

Ex.24 - Power of Attorney

	/s/ Steven Franklin, on behalf of Megan D. Burkhart through Power of Attorney	12/30/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

FAQ

What insider transaction did Comerica Inc (CMA) report for Megan D. Burkhart?

The filing reports that on 12/29/2025, SEVP & Chief Administrative Officer Megan D. Burkhart had 1,454 shares of Comerica common stock withheld, coded as an F transaction, at a price of $87.95 per share.

Why were 1,454 Comerica (CMA) shares withheld for Megan D. Burkhart?

The explanation states that the 1,454 shares reflect aggregate shares withheld for taxes on shares payable on vesting of Restricted Stock Units.

How many Comerica Inc (CMA) shares does Megan D. Burkhart own after this transaction?

Following the reported transaction, Megan D. Burkhart beneficially owned 50,887 shares of Comerica common stock in direct ownership.

What does the Form 4 say about Megan D. Burkhart’s role at Comerica (CMA)?

The filing identifies Megan D. Burkhart as an officer of Comerica Inc., with the title SEVP & Chief Admin Officer, and indicates the form is filed by one reporting person.

Are derivative securities reported for Megan D. Burkhart in this Comerica (CMA) filing?

The section for Table II - Derivative Securities is present, but no specific derivative transactions or holdings are listed in the provided content.

What types of shares are included in Megan D. Burkhart’s reported Comerica (CMA) holdings?

The explanation notes that her holdings include shares acquired through employee stock plans, shares purchased with reinvested dividends and restricted stock units as of December 29, 2025.