Comerica (CMA) Sr EVP Von E. Hays reports 932 shares withheld for taxes

Rhea-AI Filing Summary

Comerica Inc. senior executive reports tax-related share withholding

Comerica Inc. officer Von E. Hays, Sr EVP and Chief Legal Officer, reported a transaction involving company common stock dated December 29, 2025. The filing shows 932 shares of common stock were disposed of at a price of $87.95 per share, coded as an "F" transaction, which indicates shares withheld to cover taxes on the vesting of restricted stock units. Following this tax withholding event, Hays beneficially owned 22,348 Comerica shares in direct ownership, including shares acquired through employee stock plans, dividend reinvestment, and restricted stock units as of December 29, 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)
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		932(1)	D	$87.95	22,348(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:

	/s/ Steven Franklin, on behalf of Von E. Hays 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) disclose for Von E. Hays?

The filing reports that Sr EVP and Chief Legal Officer Von E. Hays had 932 shares of Comerica common stock disposed of in a transaction coded "F" on December 29, 2025, reflecting shares withheld to cover taxes on vesting restricted stock units.

At what price were the Comerica (CMA) shares withheld for taxes in this Form 4?

The 932 Comerica common shares were disposed of at a price of $87.95 per share in the tax withholding transaction reported by Von E. Hays.

How many Comerica shares does Von E. Hays beneficially own after this transaction?

After the reported tax withholding, Von E. Hays beneficially owned 22,348 Comerica common shares in direct ownership as of December 29, 2025.

What is the role of the reporting person in Comerica Inc (CMA)?

The reporting person, Von E. Hays, is identified as an officer of Comerica Inc, serving as Sr EVP and Chief Legal Officer.

What does transaction code "F" mean in this Comerica Form 4?

The Explanation of Responses states that the transaction reflects aggregate shares withheld for taxes on shares payable on vesting of Restricted Stock Units, which corresponds to transaction code "F" in the table.

Does this Comerica (CMA) Form 4 involve any derivative securities?

The section for Table II - Derivative Securities is present but contains no reported derivative transactions, indicating no derivative securities were acquired or disposed of in this filing.