CMA Sr EVP Von E. Hays exercises stock options and adjusts holdings

Rhea-AI Filing Summary

Comerica Inc. (CMA) reported insider activity by its Sr EVP and Chief Legal Officer, Von E. Hays, involving employee stock options and common stock. On November 25, 2025, Hays exercised multiple employee stock options, acquiring 2,035, 720, 1,220, and 812 shares of common stock at exercise prices of $63.15, $60.12, $71.16, and $53.96, respectively.

A separate transaction with code F shows 4,036 shares of common stock withheld at a price of $79.77 to cover the option exercise price and tax withholding obligations. After these transactions, Hays directly beneficially owns 23,280 shares of Comerica common stock, which includes shares from employee stock plans, dividend reinvestments and restricted stock units as of November 25, 2025.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Hays Von E

(Last) (First) (Middle)

1717 MAIN STREET

(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)
	Sr EVP and Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/25/2025

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	11/25/2025		M		2,035	A	$63.15	24,564(1)	D
Common Stock	11/25/2025		M		720	A	$60.12	25,284(1)	D
Common Stock	11/25/2025		M		1,220	A	$71.16	26,504(1)	D
Common Stock	11/25/2025		M		812	A	$53.96	27,316(1)	D
Common Stock	11/25/2025		F		4,036(2)	D	$79.77	23,280(1)	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
Employee Stock Option (right to buy)	$63.15	11/25/2025		M			2,035	01/28/2021(3)	01/28/2030	Common Stock	2,035	$0	0	D
Employee Stock Option (right to buy)	$60.12	11/25/2025		M			720	01/26/2022(3)	01/26/2031	Common Stock	720	$0	0	D
Employee Stock Option (right to buy)	$71.16	11/25/2025		M			1,220	01/24/2024(3)	01/24/2033	Common Stock	1,220	$0	1,220	D
Employee Stock Option (right to buy)	$53.96	11/25/2025		M			812	01/23/2025(3)	01/23/2034	Common Stock	812	$0	2,438	D
Employee Stock Option (right to buy)	$95.25							01/23/2019(3)	01/23/2028	Common Stock	840		840	D
Employee Stock Option (right to buy)	$80.17							01/22/2020(3)	01/22/2029	Common Stock	1,085		1,085	D
Employee Stock Option (right to buy)	$92.58							01/25/2023(3)	01/25/2032	Common Stock	595		595	D

Explanation of Responses:

1. Includes shares acquired through employee stock plans, shares purchased with reinvested dividends and restricted stock units as of November 25, 2025.

2. Reflects aggregate shares withheld for payment of exercise price and to satisfy tax withholding obligations.

3. 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

	/s/ Steven Franklin, on behalf of Von E. Hays through Power of Attorney	11/26/2025
	** 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 (CMA) report for Von E. Hays?

The report shows that Sr EVP and Chief Legal Officer Von E. Hays exercised several employee stock options on November 25, 2025 and had shares withheld to cover costs.

How many Comerica (CMA) shares did Von E. Hays acquire through option exercises?

Hays acquired common stock by exercising options for 2,035, 720, 1,220, and 812 shares, each at specified exercise prices listed in the report.

What does the transaction code F mean in the Comerica (CMA) Form 4?

The code F indicates 4,036 shares were withheld at $79.77 per share to pay the option exercise price and satisfy tax withholding obligations.

How many Comerica (CMA) shares does Von E. Hays own after the reported transactions?

Following the reported transactions, Von E. Hays directly beneficially owns 23,280 shares of Comerica common stock.

What types of shares are included in Von E. Hays’ reported Comerica (CMA) holdings?

The reported 23,280 shares include shares acquired through employee stock plans, shares purchased with reinvested dividends and restricted stock units as of November 25, 2025.

What are the key exercise prices for Von E. Hays’ Comerica (CMA) stock options?

The options exercised on November 25, 2025 had exercise prices of $63.15, $60.12, $71.16, and $53.96 per share, as shown in the report.