Comerica (CMA) Insider Filing: Allysun Fleming RSU Withholding Disposition

Rhea-AI Filing Summary

Allysun C. Fleming, Executive Vice President and reporting person for Comerica Inc. (CMA), reported a non-derivative disposition on 08/29/2025. The filing shows 683 shares of Common Stock were disposed of under transaction code F at a price of $70.58 per share; the form’s explanation states these shares were withheld for taxes on vesting of Restricted Stock Units. After the transaction, Ms. Fleming beneficially owned 8,741 shares directly. The filing notes that the total includes shares from employee stock plans, dividend reinvestment and RSUs as of the transaction date. The Form 4 was signed via power of attorney on 09/02/2025.

Insights

Securities Analyst

TL;DR: Small reported sale sourced to tax withholding on RSU vesting; not clearly material to Comerica's capitalization.

The transaction code F indicates the disposition resulted from tax withholding relating to restricted stock unit vesting rather than an open-market sale by the reporting person. The quantity—683 shares at $70.58—reduces Ms. Fleming's direct holdings to 8,741 shares. Given the share count and the lack of other transactions reported on this Form 4, the trade appears administrative and routine. No derivative activity or additional disposals were reported. For investors, this is a standard insider reporting of compensation-related share withholding rather than a signal of strategic disposition.

Corporate Governance Expert

TL;DR: Filing documents required disclosure of compensation-related withholding; filing appears complete and signed via power of attorney.

The Form 4 discloses the nature of the transaction (tax withholding on RSUs) and provides the post-transaction beneficial ownership figure. The signature block shows the filing was executed by a named attorney-in-fact, which is standard practice. There is no indication of a Rule 10b5-1 plan election box being checked. From a governance perspective, the disclosure meets Section 16 reporting norms and does not by itself raise compliance concerns.

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

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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^*

Fleming Allysun C

(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)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

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	08/29/2025		F		683(1)	D	$70.58	8,741(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 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 August 29, 2025.

Remarks:

	/s/ Nicole V. Gersch, on behalf of Allysun C. Fleming through Power of Attorney	09/02/2025
	** 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 transaction did Allysun C. Fleming report on the Form 4 for CMA?

The Form 4 reports a disposition of 683 shares of Comerica common stock on 08/29/2025, coded as F.

Why were the 683 shares disposed of according to the filing?

The filing explains the shares were withheld for taxes on vesting of Restricted Stock Units.

How many Comerica shares does Ms. Fleming beneficially own after the transaction?

She beneficially owned 8,741 shares following the reported transaction.

At what price were the shares disposed of in the reported transaction?

The reported price was $70.58 per share.

When was the Form 4 signed and who signed it?

The Form 4 was signed via power of attorney by Nicole V. Gersch on behalf of Allysun C. Fleming on 09/02/2025.