Comerica EVP Exercises Options and Sells Shares — Form 4 Disclosure

Rhea-AI Filing Summary

Corey R. Bailey, Executive Vice President of Comerica Incorporated (CMA), reported option exercise and offsetting stock sales on 08/13/2025. He exercised 2,510 employee stock options with an exercise price of $32.97 and simultaneously sold 2,510 shares at $68.09. After these transactions, Mr. Bailey beneficially owned 29,213 common shares, down from 31,723 immediately prior to the sale; the Form 4 shows the exercise and sale were reported via Power of Attorney on 08/14/2025. The filing lists remaining vested and unvested employee stock options by grant date and strike price.

Insights

Financial Analyst

TL;DR: Insider exercised options then sold the same shares, realizing gains without materially changing overall ownership.

The report documents a cashless-style outcome where 2,510 options were exercised at $32.97 and 2,510 shares sold at $68.09 the same day, suggesting monetization of option value. Beneficial ownership decreased from 31,723 to 29,213 shares, a modest reduction relative to typical insider holdings at a large bank. The schedule of outstanding options shows multiple vintages with varying strike prices and expirations, indicating continued longer-term equity exposure through unexercised options.

Corporate Governance Expert

TL;DR: Transaction appears routine and properly disclosed; no governance red flags in the filing itself.

The Form 4 was signed via Power of Attorney and discloses both the exercise (code M) and sale (code S) on the same date, which is consistent with standard insider liquidity behavior using employee plans. The filing includes explicit breakdowns of option grants and vesting schedules. There is no indication of unusual timing or extraordinary related-party arrangements within this form's contents.

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^*

Bailey Corey R

(Last) (First) (Middle)

1717 MAIN STREET

(Street)

DALLAS TX 75201

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
COMERICA INC /NEW/ [ CMA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2025

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	08/13/2025		M		2,510	A	$32.97	31,723(1)	D
Common Stock	08/13/2025		S		2,510	D	$68.09	29,213(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)	$32.97	08/13/2025		M			2,510	01/26/2017(2)	01/26/2026	Common Stock	2,510	$0	0	D
Employee Stock Option (right to buy)	$53.96							01/23/2025(2)	01/23/2034	Common Stock	2,540		2,540	D
Employee Stock Option (right to buy)	$71.16							01/24/2024(2)	01/24/2033	Common Stock	1,560		1,560	D
Employee Stock Option (right to buy)	$92.58							01/25/2023(2)	01/25/2032	Common Stock	1,140		1,140	D
Employee Stock Option (right to buy)	$60.12							01/26/2022(2)	01/26/2031	Common Stock	1,490		1,490	D
Employee Stock Option (right to buy)	$63.15							01/28/2021(2)	01/28/2030	Common Stock	1,362		1,362	D
Employee Stock Option (right to buy)	$80.17							01/22/2020(2)	01/22/2029	Common Stock	643		643	D
Employee Stock Option (right to buy)	$95.25							01/23/2019(2)	01/23/2028	Common Stock	520		520	D

Explanation of Responses:

1. Includes shares acquired through employee stock plans, shares purchased with reinvested dividends and restricted stock units as of August 13, 2025.

2. 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/ Nicole V. Gersch, on behalf of Corey R. Bailey through Power of Attorney	08/14/2025
	** 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 transactions did Corey R. Bailey report on Form 4 for CMA?

The filing reports an exercise of 2,510 employee stock options at $32.97 and a sale of 2,510 common shares at $68.09 on 08/13/2025.

How did Mr. Bailey's beneficial ownership change after the trades?

Beneficial ownership decreased from 31,723 shares to 29,213 shares following the reported transactions.

What role does the reporting person hold at Comerica (CMA)?

The Form 4 lists Corey R. Bailey as an Executive Vice President and an officer of Comerica Incorporated.

Were the exercised options and outstanding options itemized?

Yes; the filing lists the exercised options (exercise price $32.97) and multiple outstanding employee stock options with their strike prices and expiration dates.

When was the Form 4 signed and filed?

The signature block shows filing via Power of Attorney on 08/14/2025.