Comerica (NYSE: CMA) EVP Ortiz exercises stock options and gifts 1,023 shares

Rhea-AI Filing Summary

Comerica Inc. executive Mauricio A. Ortiz, EVP & Chief Accounting Officer, reported several stock transactions dated January 22, 2026. He made a gift of 1,023 shares of common stock to a charitable donor advised fund, and after this gift held 14,542 common shares directly.

On the same date, multiple employee stock options were exercised into common stock at exercise prices of $67.66, $80.17, $63.15, $60.12, $92.58, $71.16 and $53.96 per share. The report shows that 6,179 common shares were withheld to cover the option exercise price and tax obligations, leaving Ortiz with 16,075 shares of Comerica common stock held directly. Some option grants continue to vest in four equal annual installments beginning on their respective grant dates.

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^*

Ortiz Mauricio A

(Last) (First) (Middle)

1717 MAIN STREET MC 6506

(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)
	EVP & Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2026

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	01/22/2026		G		1,023(1)	D	$0	14,542(2)	D
Common Stock	01/22/2026		M		650	A	$67.66	15,192(2)	D
Common Stock	01/22/2026		M		1,285	A	$80.17	16,477(2)	D
Common Stock	01/22/2026		M		2,540	A	$63.15	19,017(2)	D
Common Stock	01/22/2026		M		925	A	$60.12	19,942(2)	D
Common Stock	01/22/2026		M		975	A	$92.58	20,917(2)	D
Common Stock	01/22/2026		M		815	A	$71.16	21,732(2)	D
Common Stock	01/22/2026		M		522	A	$53.96	22,254(2)	D
Common Stock	01/22/2026		F		6,179(3)	D	$94.97	16,075(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
Employee Stock Option (right to buy)	$67.66	01/22/2026		M			650	01/24/2018(4)	01/24/2027	Common Stock	650	$0	0	D
Employee Stock Option (right to buy)	$80.17	01/22/2026		M			1,285	01/22/2020(4)	01/22/2029	Common Stock	1,285	$0	0	D
Employee Stock Option (right to buy)	$53.96	01/22/2026		M			522	01/23/2025(4)	01/23/2034	Common Stock	522	$0	1,568	D
Employee Stock Option (right to buy)	$63.15	01/22/2026		M			2,540	01/28/2021(4)	01/28/2030	Common Stock	2,540	$0	0	D
Employee Stock Option (right to buy)	$60.12	01/22/2026		M			925	01/26/2022(4)	01/26/2031	Common Stock	925	$0	0	D
Employee Stock Option (right to buy)	$92.58	01/22/2026		M			975	01/25/2023(4)	01/25/2032	Common Stock	975	$0	325	D
Employee Stock Option (right to buy)	$71.16	01/22/2026		M			815	01/24/2024(4)	01/24/2033	Common Stock	815	$0	815	D
Employee Stock Option (right to buy)	$95.25							01/23/2019(4)	01/23/2028	Common Stock	960		960	D

Explanation of Responses:

1. Reflects the gift of common stock to a charitable donor advised fund.

2. Includes shares acquired through employee stock plans, shares purchased with reinvested dividends and restricted stock units as of January 22, 2026.

3. Reflects aggregate 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:

	/s/ Steven Franklin, on behalf of Mauricio A. Ortiz through Power of Attorney	01/23/2026
	** 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 activity did Comerica (CMA) report for Mauricio A. Ortiz on January 22, 2026?

The filing shows that Mauricio A. Ortiz, EVP & Chief Accounting Officer of Comerica Inc., reported a gift of 1,023 common shares, multiple employee stock option exercises into common stock, and shares withheld to cover exercise price and tax obligations, all dated January 22, 2026.

How many Comerica (CMA) shares did Mauricio A. Ortiz gift, and to whom?

Ortiz gifted 1,023 shares of Comerica common stock. A footnote explains this reflects the gift of common stock to a charitable donor advised fund.

How many Comerica (CMA) shares does Mauricio A. Ortiz own after these transactions?

After the reported transactions and share withholding, Ortiz directly owned 16,075 shares of Comerica common stock. A footnote states this total includes shares acquired through employee stock plans, shares purchased with reinvested dividends and restricted stock units as of January 22, 2026.

What stock option activity did Mauricio A. Ortiz report for Comerica (CMA)?

Ortiz reported exercises of employee stock options (rights to buy common stock) at exercise prices of $67.66, $80.17, $53.96, $63.15, $60.12, $92.58 and $71.16. The corresponding common shares appear in the non-derivative table as acquired on January 22, 2026.

Why were 6,179 Comerica (CMA) shares withheld in Mauricio A. Ortiz’s Form 4?

The Form 4 shows 6,179 common shares with transaction code F at a price of $94.97 per share. A footnote explains this reflects aggregate shares withheld for payment of exercise price and to satisfy tax withholding obligations.

How do Mauricio A. Ortiz’s Comerica (CMA) stock options vest?

A footnote states that the employee stock options vest in four equal annual installments, based on the original grant amount, beginning on the date indicated in the grant date column for each option award.